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 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, 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 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 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 AstraZeneca and GSK Mereo each represents ------------------------------------- represent and warrants warrant to the other other, as of the Effective Date Date, and covenants, that: 13.1.1 Such Party (a) 11.1.1 it 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 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) has the 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 authority, corporate 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 Partyotherwise, to the extent required for the ownership execute, deliver 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 documentsthis Agreement; 13.1.2 The execution, 11.1.2 the execution and 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 it of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (i) such Party’s charter documents, bylaws or proper corporate actionother organizational documents; (cii) do not conflict with in any provision of the charter documents of such Party; (d) will notmaterial respect, 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; (iii) any requirement of any Applicable Law; or (iv) any order, writ, judgment, injunction, decree, determination or by which 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 11.1.3 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 it in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity); 11.1.4 it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the diligent and complete fulfilment of its obligations hereunder; and 13.1.4 All 11.1.5 neither it nor any of its employeesAffiliates has been debarred or is subject to debarment and neither it nor any of its Affiliates has used or will use in any capacity, officersin connection with the services to be performed under this Agreement, and consultants have executed agreements any Person who has been debarred pursuant to Section 306 of the FFDCA or have existing obligations under law requiring assignment to who is the subject of a conviction described in such section. It will inform the other Party in writing promptly if it or any such Person who is performing services hereunder is debarred or is the subject of all Inventions made by such individuals during the course of and as the result of their association with such Partya conviction described in Section 306 or if any action, and obligating such individuals to maintain as confidential such Party's Confidential Informationsuit, 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 Partyclaim, investigation or legal or administrative proceeding is pending or, to the extent required best of its or its Affiliates’ Knowledge, is threatened, relating to support the debarment or conviction of it or any such Party's obligations under this AgreementPerson performing services hereunder.

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 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 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 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 Xxxx-Xxxxx-Xxxxxx 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 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 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 xxxx “[***],” 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 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 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 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 Mersana and GSK Recepta each represents ------------------------------------- and warrants to the other as of the Effective Date Date, that: 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 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 7.1.2 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 actionaction on the part of such Party; (ciii) do not conflict with any provision of the charter organizational documents of such Party; (div) will does not, to as of the best of such Party's knowledgeEffective Date, violate any law or regulation Applicable 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 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 hereunderbecomes bound during the Term; 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, 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 employees7.1.4 No governmental authorization, officersconsent, and consultants have approval except Regulatory Approvals, license, registration, filing or exemption therefrom with any court or other Governmental Authority is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument 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 Agreementin connection therewith.

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 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 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 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 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 partyParty, 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 an Alliance 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.

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 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 xxxx “[***],” 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 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 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 hereby represents ------------------------------------- and warrants to the other Party as of the Effective First Amendment 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) it has the requisite corporate power and authority and the legal right to conduct its business as now conducted enter into this First Amendment 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 that it has taken all necessary action on its charter documents; 13.1.2 The execution, part required to authorize the execution and delivery of this First Amendment and the 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 Partyits obligations hereunder; (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 this First Amendment has been duly executed and delivered by on behalf of such Party and constitutes a legal, valid and binding obligation of such Party, Party and is enforceable against such Party it in accordance with its termsterms subject to the effects of bankruptcy, except as such enforceability may be limited by applicable insolvency or other laws of general application affecting the enforcement of creditor rights and other Laws judicial principles affecting creditors' rights generally, or by the availability of equitable remediesspecific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; and 13.1.4 All (c) with the exception of the Max-Xxxxxx Consent, the Wurzburg Consent and any required consent to the assignment by Regulus to Sanofi of any other Mir-21 Fibrosis POC Program contract listed in Schedule 10.1(c), all necessary consents, approvals and authorizations of all Regulatory Authorities and other Third Parties required to be obtained by such Party in connection with the execution and delivery of this First Amendment and the performance of its employeesobligations hereunder have been obtained, officersincluding, without limitation, the Oxford Consent; and consultants have executed agreements (d) the execution and delivery of this First Amendment and the performance of such Party’s obligations hereunder (i) do not conflict with or have existing obligations under law requiring assignment to such Party violate any requirement of all Inventions made by such individuals during Applicable Law or any provision of the course certificate of and as the result incorporation, bylaws or any similar instrument of their association with such Party, as applicable, in any material way, and obligating such individuals to maintain as confidential such Party's Confidential Information(ii) do not conflict with, as well as violate, or breach or constitute a default or require any consent (other than the Confidential Information of Persons doing business with Wurzburg Consent) not already obtained under, any Contract or court or administrative order by which 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 Agreementis bound.

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 9.1.1 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 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; 9.1.2 execution of this Agreement and the legal right performance by such Party of its obligations hereunder have been duly authorized; [***] 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 conduct its business as now conducted the omitted portions. Execution Version 9.1.3 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 9.1.4 the performance of this Agreement by such Party 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; 9.1.5 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 Applicable Law of any court, governmental body or on its ability to perform its obligations hereunderadministrative or other agency having jurisdiction over such Party; 13.1.3 This 9.1.6 no government authorization, consent, approval, license, exemption, 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 has been duly or any other agreement or instrument executed and delivered in connection herewith, or for the performance by such Party of its obligations under this Agreement 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 generally, Regulatory Approvals or by Regulatory Filings related to the availability development of equitable remediesany Therapeutic Product; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment 9.1.7 with specific regard to such Party of all Inventions made by such individuals during the course of and as the result each Party’s performance 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, respective obligations to the extent required to support such Party's obligations other Party under this Agreement, such Party has not employed and, to its knowledge, has not used a contractor or consultant that has employed any individual or entity (a) debarred by the FDA (or subject to a similar sanction of any other applicable Regulatory Authority), (b) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other applicable Regulatory Authority), or (c) has been charged with or convicted under Applicable Law of the United States for conduct relating to the development or approval, or otherwise relating to the regulation of any product under the Generic Drug Enforcement Act of 1992, in each case, in the conduct of its activities prior to the Effective Date.

Mutual Representations and Warranties. Adolor and GSK each Each party hereby represents ------------------------------------- and warrants to the other parties as of the Effective Date thatfollows: 13.1.1 Such Party (a) 7.1.1 The party has been duly formed and is a company 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 organization. 7.1.2 The party has the right, 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 qualification, where the failure legal capacity and authority to be so qualified would have a material adverse effect on its financial condition or its ability to enter into and perform its obligations hereunder; (c) has the requisite corporate power under this Agreement. The party's execution 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 the performance and documents to be delivered by such Party hereunder (a) are within the corporate power consummation of such Party; (b) these transactions have been duly authorized by all necessary corporate, partnership or proper corporate limited liability company action; (c) do not conflict with , including any provision necessary approval by its board of directors or other governing body, and no other corporate, partnership or limited liability company proceedings is necessary on the part of the charter documents party for the execution and delivery of such Party; (d) will not, to this Agreement or for 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 performance 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;provided for herein. 13.1.3 This 7.1.3 The Agreement has been duly executed and delivered by such Party and the party, and, assuming this Agreement is a binding obligation of the other parties to it, this Agreement constitutes a legal, valid and binding obligation of such Party, the party enforceable against such Party it in accordance with its terms. 7.1.4 The consummation of the transactions contemplated by this Agreement will not violate, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyconflict with or result in a breach of the party's constitutive documents, or any instrument or agreement to which the party is a party or by which the party is bound, or any provision of laws and regulations applicable to the party. 7.1.5 Each Stockholder owns the Holder's Common Stock held by it free and clear of all liens, security interests, encumbrances, easements, judgments or imperfections of title of any nature whatsoever. Except for this Agreement, the Liberty Proxy and the Station Partners LLC Agreement, there are no voting trusts, proxies, or any other agreements, restrictions or understandings with respect to the voting of the capital stock of the Company binding on such Stockholder. 7.1.6 Council Tree represents and warrants that to its knowledge the representations made by it to the FCC as part of the application for Consent to Transfer Control filed with the FCC on August 8, 2000 in connection with the transactions contemplated by the availability Contribution Agreement (the "Transfer of equitable remedies; and 13.1.4 All Control Application") are true and correct in all material respects as of the date hereof. Council Tree agrees that if, subsequent to the date hereof, Council Tree becomes aware that the aggregate alien ownership of the Company attributable to Council Tree is at any time greater than 1.5%, it will restructure its employees, officersinvestment in Station Partners or take any other action necessary so that such excess alien ownership interest will not be attributable to the Company consistent with the requirements of the Communications Act and FCC Regulations, and consultants have executed agreements or have existing obligations under law requiring assignment Liberty, SPE, Bastion, BCF and BV Capital agree to such Party cooperate with all reasonable requests of all Inventions Council Tree in connection therewith. 7.1.7 Each of BV Capital, BCF and Bastion represents and warrants that to its knowledge the representations made by it to the FCC as part of the Transfer of Control Application to the Company are true and correct in all material respects as of the date hereof. Each of BV Capital, BCF and Bastion agrees that if, subsequent to the date hereof, the aggregate alien ownership of BV Capital, BCF and Bastion and attributable to the Company is greater than 0.54%, each of BV Capital, BCF and Bastion will restructure their investments in Station Partners or the Company, as applicable, or take any other action necessary so that such individuals during excess alien interest will not be attributable to the course Company consistent with the requirements of the Communications Act and FCC Regulations, and Liberty, SPE and Council Tree agree to cooperate with all reasonable requests of BV Capital, BCF and Bastion in connection therewith. 7.1.8 Each of Liberty and SPE represents and warrants that to its knowledge the representations made by it to the FCC as part of the Transfer of Control Application to the Company are true and correct in all material respects as of the date hereof. Liberty and SPE agree that if, subsequent to the Closing Date, they become aware that aliens own a greater percentage interest in the Company than 25% solely as a result of their association investment in the Company and assuming that the representations and warranties of Council Tree, Bastion, BCF and BV Capital in Sections 7.1.6 and 7.1.7 are true and accurate, they will restructure their investment in the Company or take any other action necessary so that such alien interest in excess of 25% will not be attributable to the Company consistent with such Partythe requirements of the Communications Act and FCC Regulations, and obligating such individuals to maintain as confidential such Party's Confidential InformationCouncil Tree, as well as the Confidential Information Bastion, BCF and BV Capital will cooperate with all reasonable requests of Persons doing business with such Party that such individuals may receive during the course of Liberty and as the result of their association with such Party, to the extent required to support such Party's obligations under this AgreementSPE in connection therewith.

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 of property or the conduct execution and delivery ofthis 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; (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 ofthe 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) except as provided in Sections 15.17 and 15.18, 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; (f) 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 (g) this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within constitutes 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 Partyobligation, 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' rights generally, or by the availability of equitable remedies; and 13.1.4 All (h) the Party covenants that, with the exception of its employees(d) above, officers, it will cause these representations and consultants have executed agreements or have existing obligations under law requiring assignment warranties to such Party be true and correct throughout the Term 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 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 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) has the all requisite corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) the execution and delivery of this Agreement by such Party and the legal right to conduct performance of its business as now conducted and hereafter contemplated to be conducted; (d) has obligations hereunder does not require any shareholder action or will obtain all necessary licenses, permits, consents, or approvals from or byapproval, and has made or will make the Person executing this Agreement on behalf of such Party is duly authorized to do so by 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 documentsrequisite corporate action; 13.1.2 The (c) except for FDA approval of the ANDAs, no consent or approval of any Governmental Authority is required in connection with the valid execution, delivery and performance of this Agreement by such Party, 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) assuming the due authorization, execution and delivery of this Agreement by the other Party, this Agreement is a valid obligation binding upon such Party and all instruments 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 generally or (ii) equitable principles of general applicability; (e) the execution, delivery and documents to be delivered performance by such Party hereunder of this Agreement do not and will not, and its compliance with the terms and provisions hereof does not and will not, conflict with, result in a breach of, constitute a default under or result in the termination, cancellation or acceleration (awhether after the giving of notice or the lapse of time or both) are within of any of the corporate power terms, rights, obligations or provisions of (i) any other contractual or other obligations of such Party; , or to which such Party's assets are subject, (bii) have been duly authorized by all necessary the provisions of its certificate of incorporation, operating documents or proper corporate action; bylaws or (iii) assuming compliance with the matters set forth in subsection (c) do not conflict with above, 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 or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, Governmental Authority entered against it or by which such Party it or any of its property is boundbound except where such breach or conflict would not materially impact the Party's ability to meet its obligations hereunder; (f) no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Party; and (g) no action, audit, litigation, investigation, suit or proceeding ("Proceeding") by or before any Governmental Authority relating to the Licensed Products or the transactions contemplated hereby is pending against or threatened in writing or, to the knowledge of such Party, threatened orally against such Party, in each case which violation has had, or would have a material adverse effect impact on its financial condition or on its such 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 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 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 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 any 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) such Party has not, and during the term of the charter documents of such Party; Agreement will not, grant any right to any Third Party relating to its respective Patents and Know-How in the Field in the Territory which would conflict with the rights granted to the other Party hereunder; (d) will notit has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement. Each Party expressly represents and warrants that it owns (in whole or in part) or Controls all Patents and that are the subject of the licenses granted to the other Party herein; and (e) that with respect to all regulatory filings to obtain Regulatory Approvals, the data and information in each Party's submissions shall, to the best of such each Party's knowledge, violate any law be free from fraud or regulation material falsity, that the Regulatory Approvals will not be obtained either through bribery or any order the payment of illegal gratuities, that the data and information in each Party's submissions are and shall be accurate and reliable for purposes of supporting approval of the submissions, and that the Regulatory Approvals shall be obtained without illegal or decree unethical behavior 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 hereunderkind; 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 Lilly and GSK Vanda each represents ------------------------------------- and warrants to the other as of the Effective Date that: 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 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 Regulatory Authorities having jurisdiction over such Party, to the extent Party and 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 Law or any order or decree of any court of governmental instrumentalityor Regulatory 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 Neither such Party, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally, or by nor to the availability best of equitable remedies; and 13.1.4 All either Party’s knowledge any of its employees, has been debarred by the FDA (or similar action by the ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. EMEA), or subject to an FDA debarment investigation or proceeding (or similar proceeding of the EMEA) for any reason; 11.1.5 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 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, provided that prior to execution, the Parties shall determine if notification is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; and 11.1.6 Neither it nor its Affiliates, nor their respective stockholders, directors, officers, and consultants or employees, have executed agreements retained any broker, finder, or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during investment banker in connection with this Agreement or 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 As of the Effective Date, Each Party represents ------------------------------------- and warrants to the other as of the Effective Date Party, that: 13.1.1 Such 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 incorporation and has full corporate 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) ; 11.1.2 such Party has taken all requisite action on its part to authorize the requisite corporate power execution and authority delivery of this Agreement and the legal right to conduct performance by such Party of its business as now conducted obligations hereunder; 11.1.3 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, and constitutes a legal, valid, binding obligation of such Party, enforceable against it in accordance with the terms hereof, except to the extent required for that enforcement of the ownership rights and operation remedies created hereby is subject to (a) bankruptcy, insolvency, reorganization, moratorium and other similar laws of its business, where general application affecting the failure to obtain such licenses, permits, consents or approvalsrights and remedies of creditors, or to make such notices(b) laws governing specific performance, would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder; injunctive relief and (e) is in compliance with its charter documentsother equitable remedies; 13.1.2 The 11.1.4 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 does not constitute a breach 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 default under 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 it is a party, party or by which such Party or any of its property it is bound, nor violate any Law of any court, governmental body or administrative or other agency having jurisdiction over such Party, which violation breach, default, conflict or violation, in each case, would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunderadversely affect the other Party; 13.1.3 This Agreement has been duly executed and delivered 11.1.5 no government authorization, consent, approval, license, exemption, 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 for 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 may be required to transfer an IND or to Exploit any Product; 11.1.6 such Party has not employed and, to its knowledge, has not used a contractor or consultant that has employed, any individual or entity (a) debarred by the FDA (or subject to a similar sanction of EMA or other applicable Regulatory Authority), (b) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or other applicable Regulatory Authority), or (c) has been charged with or convicted under United States Law for conduct relating to the development or approval, or otherwise relating to the regulation of any product under the Generic Drug Enforcement Act of 1992, as amended, in each case, in the conduct of its activities prior to the Effective Date; and 11.1.7 such Party is not aware of any action or petition, pending or otherwise, for bankruptcy or insolvency of such Party in any state, country or other jurisdiction.

Mutual Representations and Warranties. Adolor Company and GSK CDC each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 8.1.1 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 8.1.2 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 ’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, ; ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which violation would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;confidential treatment are being requested are denoted with “*****”. 13.1.3 8.1.3 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 8.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions 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 ’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 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; 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, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms 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 extent required for omitted portions. 10.1.4 the ownership and operation performance of its business, where the failure this Agreement by it does not create a breach or default under any other agreement 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 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 Xxxx-Xxxxx-Xxxxxx 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 of TScan and GSK each Novartis represents ------------------------------------- and warrants to the other Party, as of the Effective Date Date, that: 13.1.1 Such 10.1.1 such Party (a) is a company an entity duly organized, validly existing, existing and in good standing under the Laws of the state or country (as applicable) of its incorporation; (b) organization, is duly 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 qualification 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; 10.1.2 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; 10.1.3 except for HSR Filings (if any are required), no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or a Third Party is required on the part of such Party in connection with the valid execution, delivery and documents performance of this Agreement; 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 limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights; and (b) equitable principles of general applicability; and 10.1.5 such Party has all requisite authorization and consent necessary to be delivered provide the Materials (including, without limitation, Collaboration Tumors) provided by such Party hereunder and for such Materials to be used as contemplated in the Research Plan, in each case, without violation of any applicable Laws or Third Party rights; and 10.1.6 the execution, delivery and performance by it of this Agreement and its compliance with the terms and provisions of this Agreement does not conflict with or result in a breach of any of the terms or provisions of (a) are within the corporate power 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 or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, Governmental 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 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 Party (a) such Party is a company duly organized, validly existing, existing and in good standing under the Laws of the jurisdiction of its incorporation; incorporation or organization; (b) is duly qualified as a corporation such Party has taken all action necessary to authorize the execution and in good standing under delivery of this Agreement and the Laws of each jurisdiction where its ownership or lease of property or the conduct performance 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; under this Agreement; (c) has this Agreement is a legal and valid obligation of such Party, binding upon such Party and enforceable against such Party in accordance with the requisite corporate power terms of this Agreement, except as enforcement may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and authority other laws relating to or affecting creditors’ rights generally and by general equitable principles including judicial principles affecting the legal right to conduct its business as now conducted and hereafter contemplated to be conducted; availability of specific performance; (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 does not conflict with with, breach or create in any provision of Person the charter documents of such Party; (d) will notright to accelerate, to the best of such Party's knowledge, violate terminate or modify any law agreement 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, party or by which such Party or any of its property is bound, which violation and does not violate any Law of any Governmental Body having authority over such Party (assuming compliance with Antitrust Law), such Party’s charter documents, bylaws or other organizational documents or any order, writ, judgment, injunction, decree, determination or award of any court or Governmental Body presently in effect applicable to such Party; (e) such Party is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any respect with the terms of this Agreement or would have a material adverse effect on its financial condition or on its ability to perform adversely affect the diligent and complete fulfillment of its obligations hereunder; 13.1.3 This Agreement has been duly executed and delivered by (f) such Party has all right, power and constitutes a legal, valid authority to enter into this Agreement and binding obligation of such Party, enforceable against such Party in accordance with to perform 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, and it has the right to grant to the other the licenses and sublicenses granted pursuant to this Agreement; (g) there is no pending proceeding that has been commenced against such Party that challenges, or would reasonably be expected to have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby; (h) neither such Party nor any of its Affiliates has employed or otherwise used in any capacity the services of any Person debarred under applicable Law, including under 21 U.S.C. § 335a or any foreign equivalent thereof; and (i) except as set forth in ‎Article 12, no consent, approval or authorization by any Person or Governmental Body is required with respect to the execution and delivery of this Agreement by it or the consummation by it of the transactions contemplated hereby.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Party as of the Effective Date thatCommencement Date, as follows: 13.1.1 Such 9.1.1 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; (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 necessary action on its charter documentspart required to authorize the execution and delivery of this Agreement; 13.1.2 The execution, delivery and performance of 9.1.2 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 and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party and is in accordance with its termsterms subject to the effects of bankruptcy, except as such enforceability may be limited by applicable insolvency or other laws of general application affecting the enforcement of creditor rights and other Laws judicial principles affecting creditors' rights generally, or by the availability of equitable remediesspecific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; 9.1.3 such Party is not aware of any pending or threatened litigation (and has not received any communication relating to any pending or threatened litigation) that alleges that such Party’s activities related to this Agreement have violated, or that by conducting the activities as contemplated in this Agreement such Party would violate, any of the intellectual property rights of any person (after giving effect to the license grants in this Agreement); 9.1.4 all necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been obtained (other than such consents, approvals and authorizations that the Parties will obtain in the course of performing their obligations under this Agreement); and 13.1.4 All 9.1.5 the execution and delivery of its employeesthis Agreement and the performance of such Party’s obligations hereunder (i) do not conflict with or violate in any material way any requirement of Applicable Law, officers(ii) do not conflict with or violate any provision of the articles of incorporation, and consultants have executed agreements bylaws, limited partnership agreement or have existing obligations under law requiring assignment to such Party any similar instrument 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(iii) do not conflict with, as well as the Confidential Information of Persons doing business with violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which 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 Agreementis bound.

Mutual Representations and Warranties. Adolor and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 10.1.1 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 10.1.2 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 ’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 10.1.3 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 10.1.4 Neither Party has, nor will pay, offer or promise to pay, or authorize the payment directly or indirectly of its employeesany moneys or anything of value to any government official or employee, officers, and consultants have executed agreements or have existing obligations under law requiring assignment any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the government 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 obtain or retain business or direct business 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 person.

Mutual Representations and Warranties. Adolor VERTEX and GSK TREKtx each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 Such : (i) such Party (a) is a company duly organized, validly existing, and in good standing under the Laws laws of its jurisdiction of incorporation; , (b) is duly qualified as a corporation and in good standing under the Laws 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 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 ; (ii) 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 ’s knowledge, violate any law laws or regulation or any order 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, 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 (iii) 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 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 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; (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) except as provided in Sections 15.17 and 15.18, 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; (f) 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 (g) this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within constitutes 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 Partyobligation, 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' rights generally, or by the availability of equitable remedies; and 13.1.4 All (h) the Party covenants that, with the exception of its employees(d) above, officers, it will cause these representations and consultants have executed agreements or have existing obligations under law requiring assignment warranties to such Party be true and correct throughout the Term 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 Party hereby represents, warrants, and GSK each represents ------------------------------------- and warrants covenants (as applicable) to the other Party as follows, as of the Effective Date thatDate: 13.1.1 Such Party (a) is a company duly organized, validly existing, It has the corporate power and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation authority 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) 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 has been duly and validly authorized and approved by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within proper corporate action on the corporate power part of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision . Assuming due authorization, execution and delivery on the part of the charter documents of such other 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 legal, valid and binding obligation of such Party, enforceable against such Party Party, in accordance with its terms. (b) The execution and delivery of this Agreement by it and the performance by it contemplated hereunder will not violate any Applicable Laws, except as such enforceability may be limited by and, to its knowledge, it is in compliance in all material respects with all material Applicable Laws applicable insolvency and other Laws affecting creditors' rights generallyto the subject matter of this Agreement. (c) It is not a party to any agreement or arrangement with any Third Party or under any obligation or restriction (including any outstanding order, judgment or by the availability decree of equitable remedies; and 13.1.4 All any court or administrative agency) which in any way limits or conflicts with its ability to fulfill any 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. (d) Except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Product or as otherwise described in this Agreement, (i)all necessary consents, approvals and authorizations of, and (ii)all notices to, and filings by such Party with, all Governmental Authorities and other Persons required to be obtained or provided by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement. (e) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or, to its knowledge, independent contractor who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of Party the Effective Date thatfollowing: 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 ’s execution, delivery and performance of this Agreement by such Party and all instruments and documents to be delivered by such Party hereunder Agreement: (ai) are within the corporate power of such Party; (b) have has been duly authorized by all necessary or proper corporate action; , (cii) 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 does not violate or conflict with any the terms of any indenturelaw, mortgage, deed of trust, lease, agreementregulation, or other instrument court order to which such Party is a party, subject or by the terms of any agreement to which such Party or any of its property assets may be subject and (iii) is bound, which violation would have a material adverse effect on its financial condition not subject to the consent or on its ability to perform its obligations hereunderapproval of any third party; 13.1.3 This (b) this Agreement has been duly executed and delivered by such Party and constitutes a legal, is the valid and binding obligation of such Party, enforceable by the other Party against such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general principles of equity; (c) such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party’s performance of its obligations hereunder, (d) such Party is in good standing in the state of its organization and is qualified to do business as a foreign corporation in each of the other states in which the nature of its business or assets requires such Party to be so qualified; (e) such Party shall secure or has secured all permits, licenses, regulatory approvals and registrations required to perform its covenants, duties and obligations contemplated herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes; (f) such Party shall use all reasonable care in handling the other Party’s data that is in such Party’s possession. Without limitation of the foregoing, such Party shall maintain, in accordance with prudent standards of insurance record-keeping and in a format readable by the other Party, weekly and monthly off-site backup copies of the other Party’s computer data that is in such Party’s possession; (g) except as otherwise specifically provided in this Agreement, such enforceability may Party shall be solely responsible, without any right of reimbursement from the other Party, for any and all expenses that it incurs including but not limited by applicable insolvency and to rentals, transportation facilities, remuneration of clerks or other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officerscommissions to dealers, postage, administration fees, state or local license and appointment fees, and consultants have executed agreements or have existing obligations under law requiring assignment to all other expenses of whatever nature. The conduct by such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyits business shall be at its own sole cost, credit, risk, and obligating such individuals to maintain as confidential such Party's Confidential Informationexpense. (h) There is no action, 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 Partyclaim, suit or proceeding pending or, to the extent required knowledge of the Parties, threatened, against such party or any of its Affiliates that could adversely affect (i) such party’s ability to support such Party's perform its covenants, duties or obligations under this Agreement or (ii) its duties and obligations under any Policy; and Table of Contents (i) The Parties have, to the best of such Party’s knowledge, the capability and the capacity to perform the services under this Agreement and each Policy. Each of the Parties shall use best efforts to perform such services in accordance with this Agreement and each Policy, and in compliance with all Applicable Laws. Each of the Parties shall secure and maintain, for the duration of this Agreement, all licenses required to be maintained by it under all Applicable Laws.

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 (i) is a company duly organized, validly existing, formed and in good standing under the Laws laws of the jurisdiction of its incorporation; formation, (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 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; herein, and (eiii) is in compliance with has taken all necessary action on its charter documents; 13.1.2 The execution, part required 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; its obligations herein; (b) upon execution, this Agreement will 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 and constitutes a legal, valid and binding obligation of such Party, Party and is enforceable against such Party it in accordance with its terms, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditor rights, and other Laws judicial principles affecting creditors' rights generally, or by the availability of equitable remediesspecific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity; (c) all necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations herein have been obtained, including, without limitation, any and all Regulatory Approvals for the Facility; and 13.1.4 All (d) the execution and delivery of its employeesthis Agreement and the performance of such Party’s obligations herein (i) do not and will not conflict with or violate any requirement of Applicable Law or any provision of the articles of incorporation, officers, and consultants have executed agreements bylaws or have existing obligations under law requiring assignment to limited partnership agreement of such Party of all Inventions made and (ii) do not and will not conflict with, violate, or breach, or constitute a default or require any consent under, any contractual obligation or court or administrative order 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 which 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 Agreementis bound.

Mutual Representations and Warranties. Adolor Each of Eisai and GSK each the Licensee represents ------------------------------------- and warrants to the other other, as of the Original Effective Date and as of the Execution Date, and covenants, that: 13.1.1 Such Party (a) 8.1.1. it is a company 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 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) has the 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 authority, corporate 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 Partyotherwise, to the extent required for the ownership execute, deliver 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 documentsthis Agreement; 13.1.2 The execution, 8.1.2. the execution and 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 it of the corporate power of such Party; (b) transactions contemplated hereby have been duly authorized by all necessary corporate action and do not violate: (a) such Party’s charter documents, bylaws or proper corporate actionother organizational documents; (cb) do not conflict with in any provision of the charter documents of such Party; (d) will notmaterial respect, 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; (c) any requirement of any Applicable Law; or (d) any order, writ, judgment, injunction, decree, determination or by which 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 8.1.3. 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 it in accordance with its termsterms and conditions, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity); 8.1.4. except, with respect to Eisai, under the Distribution Agreements, it is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; and 13.1.4 All 8.1.5. neither it nor any of its employeesAffiliates has been debarred or is subject to debarment and neither it nor any of its Affiliates will use, in any capacity, in connection with the services to be performed under this Agreement, any Person who has been debarred pursuant to Section 306 of the FFDCA or who is the subject of a conviction described in such section. It will inform the other Party in writing promptly if it or any such Person who is performing services hereunder 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 its or its Affiliates’ Knowledge, is threatened, relating to the debarment or conviction of it or any such Person performing services hereunder. Upon request by either Party (which may be made no more than [***] per Contract Year), the such Party shall (a) screen against the Exclusion Lists all of its directors, officers, and consultants have executed agreements or have existing obligations under law requiring assignment employees, whose responsibilities, to such Party Party’s Knowledge, involve the Development or Commercialization of all Inventions made the Licensed Products as authorized by such individuals during the course of and as the result of their association with such Partythis Agreement, and obligating (b) certify the results of 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, screening to the extent required to support such other Party's obligations under . For purposes of this Agreement, “Exclusion Lists” shall mean: (i) the HHS/OIG List of Excluded Individuals/Entities (available through the Internet at hxxx://xxx.xxx.xxx.xxx) or any successor list; and (ii) the General Services Administration’s List of Parties Excluded from Federal Programs (available through the Internet at hxxx://xxx.xxxx.xxx) or any successor list.

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 ’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 ’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 The Parties each represent and GSK each represents ------------------------------------- and warrants warrant to the other others as of the date of this Agreement and as of the Effective Date that: 13.1.1 8.1.1 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 8.1.2 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 ’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 8.1.3 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 8.1.4 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 ’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 ’s obligations under this Agreement; and 8.1.5 It has commercialized the POI Product (as defined in the Collaboration Agreement) in the Territory in compliance with all applicable Laws.

Mutual Representations and Warranties. Adolor Each Party hereby represents, warrants, and GSK each represents ------------------------------------- and warrants covenants (as applicable) to the other Party as follows, as of the Effective Date thatDate: 13.1.1 Such Party (a) is a company duly organized, validly existing, It has the corporate power and in good standing under the Laws of its incorporation; (b) is duly qualified as a corporation authority 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) 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 has been duly and validly authorized and approved by such Party and all instruments and documents to be delivered by such Party hereunder (a) are within proper corporate action on the corporate power part of such Party; (b) have been duly authorized by all necessary or proper corporate action; (c) do not conflict with any provision . Assuming due authorization, execution and delivery on the part of the charter documents of such other 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 legal, valid and binding obligation of such Party, enforceable against such Party Party, in accordance with its terms. (b) The execution and delivery of this Agreement by it and the performance by it contemplated hereunder will not violate any Applicable Laws, except as such enforceability may be limited by and, to its knowledge, it is in compliance in all material respects with all material Applicable Laws applicable insolvency and other Laws affecting creditors' rights generallyto the subject matter of this Agreement. (c) It is not a party to any agreement or arrangement with any Third Party or under any obligation or restriction (including any outstanding order, judgment or by the availability decree of equitable remedies; and 13.1.4 All any court or administrative agency) which in any way limits or conflicts with its ability to fulfill any 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. (d) Except with respect to Regulatory Approvals for the Development, Manufacturing or Commercialization of the Product or as otherwise described in this Agreement, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by such Party with, all Governmental Authorities and other Persons required to be obtained or provided by such Party as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the time of execution of this Agreement. (e) In the course of the Development of Products, such Party has not used prior to the Effective Date and shall not use, during the Term, any employee, agent or, to its knowledge, independent contractor who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

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 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 performance of its obligations hereunder; (c) this Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms, except to conduct its business as now conducted the extent that enforcement of the rights and hereafter contemplated to be conductedremedies created hereby is subject to: (i) bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application affecting the rights and remedies of creditors; or (ii) laws governing specific performance, injunctive relief, and other equitable remedies; (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 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, or partyor by which such Party (or any of its Affiliates) is bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over such Party (or any of its Affiliates); (e) 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 shall be necessary for, or in connection with, the transactions contemplated by this Agreement, or for the performance by it of its obligations under this Agreement, except (i) as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or prepare and submit Regulatory Materials; or (ii) as set forth in Article 7; (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 obligations under this Agreement, except as may be required to conduct Clinical Trials or to seek or obtain Regulatory Approvals or prepare and submit Regulatory Materials; (g) there are no legal claims, judgments, or settlements against or owed by either 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 generallyAffiliates, or by the availability of equitable remediespending or, to either Party’s knowledge, threatened, legal claims or litigation, in each case, relating to antitrust, anti-competition, or Anti-Corruption Law violations; and 13.1.4 All (h) to its knowledge, neither such Party nor any of its employeesAffiliates, or its or their directors, officers, and consultants have executed agreements employees, distributors, agents, representatives, sales intermediaries, or have existing obligations under law requiring assignment other Third Parties acting on behalf of either Party or any of its Affiliates: (i) has taken any action in violation of any applicable Anti-Corruption Laws; or (ii) has corruptly offered, paid, given, promised to such Party pay or give, or authorized the payment or gift of all Inventions made by such individuals during the course anything of and as the result of their association with such Partyvalue, 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 Partydirectly or indirectly, to any Public Official, for the extent required purposes of: (A) influencing any act or decision of any Public Official in his or her official capacity; (B) inducing such Public Official to support do or omit to do any act in violation of his or her lawful duty; (B) securing any improper advantage; (D) or inducing such Party's obligations under this AgreementPublic Official to use his or her influence with a government, governmental entity, or commercial enterprise owned or controlled by any government (including state-owned or controlled veterinary, laboratory or medical facilities) in obtaining or retaining any business.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other as of Party the Effective Date thatfollowing: 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 ’s 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 PartyAgreement; (bi) have has been duly authorized by all necessary or proper corporate action; , (cii) 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 does not violate or conflict with any the terms of any indenturelaw, mortgage, deed of trust, lease, agreementregulation, or other instrument court order to which such Party is a party, subject or by the terms of any agreement to which such Party or any of its property assets may be subject and (iii) is bound, which violation would have a material adverse effect on its financial condition not subject to the consent or on its ability to perform its obligations hereunderapproval of any third party; 13.1.3 This (b) this Agreement has been duly executed and delivered by such Party and constitutes a legal, is the valid and binding obligation of such Party, enforceable by the other Party against such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general principles of equity; (c) such Party is not subject to any pending or threatened litigation or governmental action which could interfere with such Party’s performance of its obligations hereunder, (d) such Party is in good standing in the state of its organization and is qualified to do business as a foreign corporation in each of the other states in which the nature of its business or assets requires such Party to be so qualified; (e) such Party shall secure or has secured all permits, licenses, regulatory approvals and registrations required to perform its covenants, duties and obligations contemplated herein, including without limitation, registration with the appropriate taxing authorities for remittance of taxes; (f) such Party shall use all reasonable care in handling the other Party’s data that is in such Party’s possession. Without limitation of the foregoing, such Party shall maintain, in accordance with prudent standards of insurance record-keeping and in a format readable by the other Party, weekly and monthly off-site backup copies of the other Party’s computer data that is in such Party’s possession; (g) except as otherwise specifically provided in this Agreement, such enforceability may Party shall be solely responsible, without any right of reimbursement from the other Party, for any and all expenses that it incurs including but not limited by applicable insolvency and to rentals, transportation facilities, remuneration of clerks or other Laws affecting creditors' rights generally, or by the availability of equitable remedies; and 13.1.4 All of its employees, officerscommissions to dealers, postage, administration fees, state or local license and appointment fees, and consultants have executed agreements or have existing obligations under law requiring assignment to all other expenses of whatever nature. The conduct by such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyits business shall be at its own sole cost, credit, risk, and obligating such individuals to maintain as confidential such Party's Confidential Informationexpense. (h) There is no action, 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 Partyclaim, suit or proceeding pending or, to the extent required knowledge of the Parties, threatened, against such party or any of its Affiliates that could adversely affect (i) such party’s ability to support such Party's perform its covenants, duties or obligations under this Agreement or (ii) its duties and obligations under any Policy; and Table of Contents (i) The Parties have, to the best of such Party’s knowledge, the capability and the capacity to perform the services under this Agreement and each Policy. Each of the Parties shall use best efforts to perform such services in accordance with this Agreement and each Policy, and in compliance with all Applicable Laws. Each of the Parties shall secure and maintain, for the duration of this Agreement, all licenses required to be maintained by it under all Applicable Laws.

Mutual Representations and Warranties. Adolor Each party makes the following representations and GSK each represents ------------------------------------- and warrants warranties to the other party as of the Effective Date thatdate of this Agreement: 13.1.1 Such Party (a) Such party is a company duly organized, validly existing, and in good standing under the Laws laws of its incorporation; jurisdiction of incorporation or organization, as the case may be. (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) Such party has the requisite corporate organizational power and authority and the legal right to conduct its business as now presently conducted and hereafter contemplated to be conducted; (d) has or will obtain all necessary licensesconducted and to execute, permits, consents, or approvals from or by, deliver 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;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 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 party, and constitutes a the legal, valid valid, and binding obligation of such Partyparty, enforceable against such Party party in accordance with its terms. (d) The execution and delivery of this Agreement by such party and the consummation of the transactions contemplated hereby do not and will not (i) conflict with the organizational documents of such party, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generally(ii) conflict with, or by result in a breach of any provisions of, or constitute a default (and an event which, with notice or lapse of time or both, would constitute a default) under any material agreement of such party, or (iii) constitute a violation of any material order, judgment or decree to which such party is bound. (e) No consent, approval, permit, waiver, authorization, notice or filling is required to be made or obtained in connection with the availability of equitable remedies; and 13.1.4 All of its employeesexecution, officers, deliver and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made performance by such individuals during the course of and as the result of their association with such Party, and obligating such individuals party 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. (f) All information furnished by such party to the other for purposes of or in connection with this Agreement is true and correct in all material respects and no such information omits to state a material fact necessary to make the information so furnished not misleading. Except as disclosed to the other party or as described from time to time in a party’s periodic filings with the Securities and Exchange Commission (or in the case of Bank, filings made by its parent, Synchrony Financial), there is no fact known to such party (including, without limitation, threatened or pending litigation) that could materially and adversely affect the financial condition, business, property or prospects of such party.

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 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 enter into this Agreement and to carry out the provisions hereof; (b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and the legal right to conduct performance of 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, obligations under this Agreement and has made or will make all necessary notices to, all Governmental Authorities having jurisdiction over such Party, full power and 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 documentsunder 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 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 Party, enforceable against such Party in accordance with its terms, except as such enforceability may be subject to and limited by by: (i) applicable insolvency bankruptcy, insolvency, reorganization, moratorium, and other Laws affecting laws generally applicable to creditors' rights generally, or by ’ rights; and (ii) judicial discretion in the availability of equitable remedies; andrelief; 13.1.4 All (d) With the exception of its employeesRegulatory Approvals, officerssuch Party has obtained, or is not required to obtain, the consent, waiver, 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 governmental entity, in connection with the execution and consultants have executed agreements or have existing obligations under law requiring assignment to delivery of this Agreement and the performance 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 its obligations under this Agreement, including any grant of rights to the other Party pursuant to this Agreement; (e) The execution and delivery of this Agreement, and the performance by such Party of its obligations under this Agreement, including the grant of rights to the other Party pursuant to this Agreement, does not and will not: (i) conflict with, nor result in any violation of or default under any instrument, judgment, order, writ, decree, contract or provision to which such Party is otherwise bound; (ii) give rise to any lien, charge or encumbrance upon any assets of such Party or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval that applies to such Party, its business or operations or any of its assets or properties; or (iii) conflict with any rights granted by such Party to any third party or breach any obligation that such Party has to any third party; and (f) Such Party shall comply in all material respects with all laws, rules and regulations applicable to its performance under this Agreement, including all export laws and regulations.

Mutual Representations and Warranties. Adolor and GSK each Article 59. Each Party hereby represents ------------------------------------- and warrants to the other Party that, ---------- as of the date hereof and as of the Effective Date thatDate: 13.1.1 Such (1) such Party (a) is a company duly organized, validly existing, existing and in good standing under the Laws laws of the place of its establishment or incorporation; ; (b2) is duly qualified as a corporation such Party has carried out all procedures and in good standing obtained all approvals required under the Laws of each jurisdiction where its ownership or lease of property or laws and regulations to which it is subject, and has the conduct of its business requires requisite power under such qualificationlaws and regulations, where the failure to be so qualified would have a material adverse effect on its financial condition or its ability enter into this Contract and to perform all of its obligations hereunder; ; (c3) such Party has taken all internal actions necessary to authorize it to enter into and perform this Contract and its representative whose signature is affixed hereto is fully authorized to sign this Contract and to bind such Party thereby; (4) upon the requisite corporate power and authority and date of this Contract, this Contract shall be legally binding on such Party; (5) neither the legal right to conduct signature of this Contract nor the performance of its business as now conducted and hereafter contemplated to be conducted; (d) has or obligations hereunder will obtain all necessary licenses, permits, consentsconflict with, 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 approvalsresult in a breach of, or to make such noticesconstitute a default under, 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 Articles of Association or By-Laws of such Party; , or any law, regulation, rule, authorization or approval of any government agency or body, or of any contract or agreement, to which such Party is a party or subject; (d6) will notno lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending, or to the best of such Party's knowledgeknowledge threatened, 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 against such Party is a party, that would affect in any way its ability to enter into or by which perform this Contract; and (7) such Party has disclosed all information in its possession relating to the Joint Venture establishment or any of its property is bound, future operations which violation would may have a material adverse effect on its financial condition or on its such Party's ability to fully perform its obligations hereunder; 13.1.3 This Agreement has been duly executed , or which if disclosed to the other Party, would have a material effect on the other Party's willingness to enter into this Contract, and delivered none of the information provided by such Party to the other Party contains any material statements which are false or misleading. Article 60. Party A represents and constitutes a legalwarrants that as of the date of this ---------- Contract, valid it is in full compliance with all applicable PRC taxation laws, and binding obligation is not subject to any Tax Payment Guarantee or Enforcement Measures. Party A further represents and warrants that no administrative proceeding, or investigation is pending, or to the best of Party A's knowledge threatened, against Party A by the local tax authorities. Article 61. Either Party shall indemnify the Joint Venture and the other ---------- Party for all losses, damages and claims, including without limitation any related interest, penalties, and reasonable attorneys' fees, in connection with any breach of its representations and warranties set forth in this Contract whatsoever ("Indemnification Liability"). Party A may, with Party B's written consent, discharge its Indemnification Liability to Party B, if any, in part or in whole, by assigning to Party B an amount of registered capital of the Joint Venture equivalent to the monetary value of the Indemnification Liability ("Monetary Value"). The Monetary Value of the Indemnification Liability shall be determined by an independent valuer appointed by the Joint Venture with the consent of both Parties, and the costs of such Partydetermination shall be borne by Party A. Party A's Indemnification Liability under this Article shall only be discharged upon completion of all government approvals and registration procedures necessary to legally effect the assignment of the registered capital of the Joint Venture to Party B. Any taxes, enforceable against such Party in accordance with its termsfees, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyduties, levies, or by other government charges whatsoever associated with the availability assignment 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 registered capital 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 B under this Agreement.Article shall be borne by Party A.

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 ’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 partyParty, 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 ’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 an Alliance 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.

Mutual Representations and Warranties. Adolor As of the Effective Date, each of GSK and GSK each represents ------------------------------------- Allergan hereby represents, warrants and warrants covenants to the other as of the Effective Date Party hereto that: 13.1.1 Such Party (a) 10.1.1 it is a company corporation or entity duly organized, organized and validly existing, and in good standing existing under the Laws laws of the State or other jurisdiction of its incorporation; (b) is duly qualified as a corporation and in good standing under the Laws of each jurisdiction where its ownership incorporation 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 documentsformation; 13.1.2 The 10.1.2 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 requisite corporate action and does not require any shareholder action or proper corporate action; (c) do not conflict with any provision of approval; 10.1.3 it has the charter documents of such Party; (d) will not, power and authority 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 execute and deliver this Agreement and to perform its obligations hereunder; 13.1.3 This hereunder and this Agreement has been duly constitutes and when executed and delivered by such Party and constitutes a will constitute, its legal, valid and binding obligation of such Partyobligation, enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable insolvency bankruptcy and equitable principles limiting specific performance; 10.1.4 the execution, delivery and performance by such Party of this Agreement and its compliance with the terms and provisions hereof does not and will not conflict with or result in a breach of any of the terms and provisions of or constitute a default under (i) a loan *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. agreement, guaranty, financing agreement, agreement affecting a product or other Laws agreement or instrument binding or affecting creditors' rights generallyit or its property; (ii) the provisions of its charter or operative documents or bylaws; or (iii) any order, writ, injunction or decree of any court or governmental authority entered against it or by the availability which any of equitable remediesits property is bound; and 13.1.4 All 10.1.5 during the Term, it and its Affiliates will not, Market (in the case of its employeesGSK only) or Promote the Product in violation of Applicable Law and professional requirements in the Territory, officersincluding but not limited to the Anti-Kickback Statute and any State Medicare and Medicaid anti-kickback statutes and regulations, the PDMA and regulations thereunder, the FD&C Act and regulations thereunder, HIPAA, FDA regulations and guidelines concerning the advertising of prescription drug products, the American Medical Association's Guidelines on Gifts to Physicians, the PhRMA Code , the Applicable Commercial Practices Policies, 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 Agreementany approved updates thereto.

Mutual Representations and Warranties. Adolor XxXxxx and GSK Cephalon each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 10.1.1 Such Party (a) is a company duly organized, validly existing, 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) 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 10.1.2 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, **Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the best Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act 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 Information1934, 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 Agreementamended.

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 or country 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 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; and Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. (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 it shall comply in all material respects with all laws, rules and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with regulations applicable to 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 performance under this Agreement, including requirements relating to listing clinical trials on xxxxxxxxxxxxxx.xxx.

Mutual Representations and Warranties. Adolor and GSK As of the date hereof, each ------------------------------------- Party hereby represents ------------------------------------- and warrants to the other Parties as of the Effective Date thatfollows: 13.1.1 Such 7.1.1 The Party (a) has been duly formed and is a company 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 organization. 7.1.2 The Party has the right, 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 qualification, where the failure legal capacity and authority to be so qualified would have a material adverse effect on its financial condition or its ability to enter into and perform its obligations hereunder; (c) has the requisite corporate power under this Agreement. The Party's execution 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 the performance and documents to be delivered by such Party hereunder (a) are within the corporate power consummation of such Party; (b) these transactions have been duly authorized by all necessary corporate, partnership or proper corporate limited liability company action; (c) do not conflict with , including any provision necessary approval by its board of directors or other governing body, and no other corporate, partnership or limited liability company proceedings is necessary on the part of the charter documents Party for the execution and delivery of such Party; (d) will not, to this Agreement or for 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 performance 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;provided for herein. 13.1.3 This 7.1.3 The Agreement has been duly executed and delivered by such Party and the Party, and, assuming this Agreement constitutes a legal, valid and binding obligation of such Party, the Party enforceable against such Party it in accordance with its terms. 7.1.4 The consummation of the transactions contemplated by this Agreement will not violate, except as such enforceability may be limited by applicable insolvency and other Laws affecting creditors' rights generallyconflict with or result in a breach of the Party's constitutive documents, or any instrument or agreement to which the Party is a Party or by which the Party is bound, or any provision of laws and regulations applicable to the Party. 7.1.5 Each Stockholder owns the Holder's Company Stock held by it free and clear of all liens, security interests, encumbrances, easements, judgments or imperfections of title of any nature whatsoever. Except for this Agreement, the Liberty Proxy and the Station Partners LLC Agreement, there are no voting trusts, proxies, or any other agreements, restrictions or understandings with respect to the voting of the capital stock of the Company binding on such Stockholder. 7.1.6 Council Tree represents and warrants that to its knowledge the representations made by it to the FCC as part of the application for Consent to Transfer Control filed with the FCC on August 8, 2000, in connection with the transactions contemplated by the availability Contribution Agreement (the "Transfer of equitable remedies; and 13.1.4 All Control Application") are true and correct in all material respects as of the date hereof. Council Tree agrees that if, subsequent to the date hereof, Council Tree becomes aware that the aggregate alien ownership of the Company attributable to Council Tree is at any time greater than 1.5%, it will restructure its employees, officersinvestment in Station Partners or take any other action necessary so that such excess alien ownership interest will not be attributable to the Company consistent with the requirements of the Communications Act and FCC Regulations, and consultants have executed agreements or have existing obligations under law requiring assignment Liberty, SPE, Bastion, BCF, TLMD, BV Capital, VII, and Bron Trust agree to such Party cooperate with all reasonable requests of all Inventions Council Tree in connection therewith. 7.1.7 Each of BV Capital, BCF and Bastion represents and warrants that to its knowledge the representations made by it to the FCC as part of the Transfer of Control Application to the Company are true and correct in all material respects as of the date hereof. Each of BV Capital, BCF, Bastion, TLMD, VII, and Bron Trust agrees that if, subsequent to the date hereof, the aggregate alien ownership of BV Capital, BCF, Bastion, TLMD, VII, and Bron Trust and attributable to the Company is greater than 0.54%, each of BV Capital, BCF, Bastion, TLMD, VII, and Bron Trust will restructure their investments in Station Partners or the Company, as applicable, or take any other action necessary so that such individuals during excess alien interest will not be attributable to the course Company consistent with the requirements of the Communications Act and FCC Regulations, and Liberty, SPE and Council Tree agree to cooperate with all reasonable requests of BV Capital, BCF, Bastion, TLMD, VII, and Bron Trust in connection therewith. 7.1.8 Each of Liberty and SPE represents and warrants that to its knowledge the representations made by it to the FCC as part of the Transfer of Control Application to the Company are true and correct in all material respects as of the date hereof. Liberty and SPE agree that if, subsequent to the Closing Date, they become aware that aliens own a greater percentage interest in the Company than 25% solely as a result of their association with such Partyinvestment in the Company and assuming that the representations and warranties of Council Tree, BV Capital, BCF, Bastion, TLMD, VII, and obligating such individuals to maintain as confidential such Party's Confidential InformationBron Trust in Sections 7.1.6 and 7.1.7 are true and accurate, as well as they will restructure their investment in the Confidential Information of Persons doing business with such Party Company or take any other action necessary so that such individuals may receive during the course alien interest in excess of and as the result of their association with such Party, 25% will not be attributable to the extent required to support such Party's obligations under this AgreementCompany consistent with the requirements of the Communications Act and FCC Regulations, and Council Tree, BV Capital, BCF, Bastion, TLMD, VII, and Bron Trust will cooperate with all reasonable requests of Liberty and SPE in connection therewith.

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. 27 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 hereby represents ------------------------------------- and warrants to the other as of the Effective Date Party that: 13.1.1 Such Party (a) Such Party is a company corporation duly organizedformed, validly existing, and in good standing 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) Such Party has the requisite all necessary 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 under 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 transactions contemplated hereby. (ec) is in compliance with its charter documents; 13.1.2 The execution, delivery and performance of this Agreement by such Party of this Agreement, and all instruments and documents to be delivered the consummation 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 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 Agreement has been duly executed and delivered by such Party and, assuming the due authorization, execution and constitutes delivery of this Agreement by each other party hereto, is 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 generallysubject to bankruptcy, insolvency, reorganization, moratorium, or by similar laws affecting the availability rights of creditors generally and to equitable remedies; andprinciples. 13.1.4 All (e) There is no action, suit, investigation or proceeding pending or, to the knowledge 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, threatened against or affecting such Party before any Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby or that could reasonably be expected to materially and obligating such individuals to maintain as confidential adversely affect 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, ’s ability to the extent required to support such Party's perform its obligations under this Agreement. (f) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by such Party with, or the fulfillment of such Party of, the terms, conditions and provision hereof, do not and will not: (i) violate any provision of the charter or bylaws (or similar organizational documents) of such Party; (ii) violate or conflict with any law that is either applicable to, binding upon, or enforceable against such Party; or (iii) require the consent, approval, or authorization of, or the registration, recording, filing or qualification with, or notice to, or the taking of any other action in respect of, any Governmental Authority or any other Person.

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 and/or country 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. 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 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; 13.1.3 This . 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, including without limitation, the consent of all Inventions made by such individuals during Genentech. (d) The execution and delivery of the course Agreement and the performance 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 hereunder (i) do not conflict with or violate any requirement of applicable laws or regulations or any material contractual obligation of such Party and (ii) do not materially conflict with, or constitute a material default or require any consent under this Agreementany material contractual obligation of such Party. (e) The Disclosure Documents are true, accurate and complete in all material respects, and each Party represents and warrants that it shall timely update such Disclosure Documents.

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 corporation or limited liability company duly organized, organized and validly existing, and in good standing existing under the Laws laws of the state of its incorporation; incorporation or formation; (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 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 and constitutes a legal, valid and binding obligation of such Party, 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 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 and will not conflict with, breach or create in any Third Party the right to accelerate, terminate or modify any agreement or instrument to which such Party is a party or by which such Party is bound; (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; and the execution, delivery and performance of this Agreement by such Party does not and will not violate any order, law or regulation of any court, governmental body or administrative or other agency having authority over such Party; (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 the (other) Party for any commission, fee or other compensation as a finder or broker because of any act by such (representing) Party or its Affiliates or agents, or in addition, with respect to Company, because of any act by its Sublicensees; and 13.1.4 All of its employees, officers, (g) it has not entered 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 shall not enter into any agreement 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 any Third Party that such individuals may receive during is in conflict with 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 CG and GSK Lepu each represents ------------------------------------- and warrants to the other as of the Effective Date thatDate: 13.1.1 11.1.1 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 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 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 applicable to such Party; 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 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 subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application relating to or affecting creditors' ’ rights generallyand to general equity principles; 11.1.4 No governmental authorization, consent, approval (except Marketing Authorization Approvals), license, registration, filing or exemption therefrom with any court or other Governmental Authority applicable to such Party is or will be necessary for, or in connection with, the performance of 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 11.1.5 Neither such Party nor, to either Party’s knowledge, any of its employeesemployees has been debarred by the FDA (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 Each Party hereby represents, warrants, and GSK each represents ------------------------------------- and warrants covenants to the other Party as of the Effective Date thatfollows: 13.1.1 2.1.1 Such Party (a) is a company corporation duly organized, validly existing, and in good standing under the Laws laws of its incorporation; the jurisdiction in which it is incorporated; 2.1.2 such Party: (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; (ca) 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 hereunderhereunder (including, in the case of CSPC, to cause its Affiliates to grant the licenses granted hereunder on behalf of its Affiliates, to comply with the provisions of Section 3.5 (Non-Compete) and to transfer the CSPC IND to Cxxxxx); and (eb) is in compliance with has taken all necessary corporate actions 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 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 Partyobligation, enforceable against such Party in accordance with its terms; 2.1.3 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 this Agreement have been obtained; 2.1.4 the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder: (a) do not conflict with or violate any requirement of Applicable Laws; and (b) do not conflict with, or constitute a default under, any contractual obligation of it; 2.1.5 such Party shall, and such Party hereby covenants to the other Party that it shall, perform its activities pursuant to this Agreement in compliance with Applicable Laws, in each case as applicable under the laws and regulations of the country and the state and local government wherein such activities are conducted and shall at all times comply (and shall ensure compliance by the availability of equitable remedies; and 13.1.4 All any of its employeessubcontractors) with all applicable national, officersfederal, state 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 local laws, regulations 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 ordinances in performing its obligations under this Agreement; and 2.1.6 such Party is not debarred under the United States Federal Food, Drug and Cosmetic Act or comparable Applicable Laws and it does not, and shall not during the Term, employ or use the services of any Person or entity who is debarred, in connection with the Development, Manufacture, or Commercialization of the Licensed Products. If either Party becomes aware of the debarment or threatened debarment of any Person or entity providing services to such Party, including the Party itself and its Affiliates or Sublicensees, which directly or indirectly relate to activities under this Agreement, the other Party shall be immediately notified in writing.

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 is in good standing under the its Laws of its incorporation; (b) incorporation or formation, 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; under this Agreement; (b) it has validly executed and delivered this Agreement and, assuming the valid authorization, execution and delivery of this Agreement by the other Party, this Agreement is a legal and valid obligation binding upon such Party and enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity); (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 corporate or proper corporate action; (c) other legal entity action and do not conflict with any provision of and will not: (i) require the charter documents consent or approval of such Party’s stockholders or violate its charter documents, bylaws, or other organizational documents; (ii) violate any Law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over it; nor (iii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is legally bound; (d) will notall necessary consents, approvals, waivers, orders and authorizations of, or registrations, declarations or filings with, all Regulatory Authorities, other Governmental Authorities and other persons or entities required to the best of such Party's knowledgebe obtained or made by it in order to execute, violate any law deliver or regulation or any order or decree of any court of governmental instrumentalityperform this Agreement have been obtained; and (e) will not violate or conflict with any terms of any indenture, mortgage, deed of trust, lease, agreementNeither such Party nor its Affiliates’ employees who have been, or other instrument to which who such Party is a partycurrently expects to be, involved in the Development or Commercialization of the Collaboration Products, or, to such Party’s knowledge, any of their respective licensees, contractors, agents and consultants or their respective employees, consultants or contractors who have been, or by which who such Party or any of its property is boundcurrently expects to be, which violation would have a material adverse effect involved, 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 behalf 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, the Development or Commercialization of the Collaboration Products: (i) are debarred under Section 306(a) or 306(b) of the FD&C Act or by the availability analogous applicable Laws of equitable remediesany Regulatory Authority; (ii) have been charged with, or convicted of, any felony or misdemeanor within the ambit of 42 U.S.C. §§ 1320a-7(a), 1320a-7(b)(l)-(3), or pursuant to the analogous applicable Laws of any Regulatory Authority, or are proposed for exclusion, or the subject of exclusion or debarment proceedings by a Regulatory Authority; andor 13.1.4 All of its employees(iii) are excluded, officerssuspended or debarred from participation, and consultants have executed agreements or otherwise ineligible to participate, in any U.S. or non-U.S. healthcare programs (or have existing obligations under law requiring assignment been convicted of a criminal offense that falls within the scope of 42 U.S.C. §1320a-7 but such entity or individual is not yet excluded, debarred, suspended, or otherwise declared ineligible), or excluded, suspended or debarred by a Regulatory Authority from participation, or otherwise ineligible to such Party of all Inventions made by such individuals during the course of and as the result of their association with such Partyparticipate, 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 Agreementin any procurement or non-procurement programs.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Execution Date and the Effective Date Date, that: 13.1.1 Such 17.1.1 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 and the legal right to conduct its business as now conducted enter into this Agreement and hereafter contemplated to carry out the provisions hereof; 17.1.2 such Party has the right to grant the licenses to the other Party purported to be conducted; (d) granted pursuant to this Agreement; 17.1.3 such Party 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 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; ; 17.1.4 such Party has received all necessary laboratory licenses and (e) certificates with respect to facilities within such Party’s ownership or control sufficient to allow such Party to conduct the activities assigned to such Party under this Agreement, and such Party is in compliance with its charter documentsthe requirements of such licenses and certificates; 13.1.2 The 17.1.5 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 accordance with the terms and conditions hereof, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity); 17.1.6 the execution, delivery and performance of this Agreement by such Party (i) will not constitute a default under, or conflict with, any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound, (ii) violate any Law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such Party; and all instruments (iii) is not prohibited or limited by, and documents shall not result in the breach of or a default under, any provision of the certificate or articles of incorporation or bylaws of such Party; 17.1.7 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 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 under this Agreement and such other agreements; 17.1.8 such Party and its Affiliates have not employed (and, to be delivered its knowledge, has not used a (sub)contractor or consultant that has employed) and, during the Term, will not knowingly employ (or, to its knowledge, use any (sub)contractor or consultant that employs, provided that such Party may reasonably rely on a representation made by such (sub)contractor or consultant) any Person debarred by the FDA (or subject to a similar sanction of EMA or foreign equivalent), or any Person which is the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent); 17.1.9 such Party and its Affiliates performing activities under the Collaboration has in place or will have in place prior to its conduct of its activities under the Collaboration a written agreement with its employees and other personnel it appoints to perform such activities hereunder sufficient to ensure that such Party has sufficient ownership or license rights to any Program Technology developed or created by such Party hereunder to grant the rights to the other Party as required to be granted under this Agreement; 17.1.10 with respect to any Research and Development activities conducted by such Party or its Affiliates under this Agreement that involve the use of animals, including any animal studies, such Party and its Affiliates agree to comply with the terms of Schedule 5.6.5; 17.1.11 to the knowledge of such Party, as it is relevant to this Agreement: (a) are within such Party respects the corporate power human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace; (b) such PartyParty does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity); (c) such Party pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates; and (d) such Party is respectful of its employees right to freedom of association; and 17.1.12 such Party is in [***] compliance with (a) all applicable Laws relating to data privacy and data security, including with respect to the collection, use, storage, sharing, transfer, disposition, protection and processing of PII; (b) have been duly authorized by all necessary or proper corporate actionprivacy policies and other related policies, programs and other notices of such Party relating to the privacy, protection and security of PII; and (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 all contractual and other instrument legal requirements to which such Party is a partysubject with respect to the privacy, 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, officersprotection, and consultants have executed agreements security of PII; and has in place reasonable safeguards to protect the confidentiality and security of PII, including from unauthorized access 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 Partymisuse, 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 Agreementbased on applicable Law.

Mutual Representations and Warranties. Adolor Each Party represents, warrants and GSK each represents ------------------------------------- and warrants covenants to the other Party as of the Effective Date that: 13.1.1 9.1.1 Such Party (a) is a company duly organized, validly existing, and in good standing under the Laws laws of its incorporationjurisdiction of formation; (b) is duly qualified as a corporation an entity and in good standing under the Laws 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 hereunderunder 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 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 businessbusiness as it exists at the date of this Agreement, 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 hereunderunder this Agreement; and (e) is in compliance in all material respects with its charter documentsdocuments and in all material respects with all applicable laws necessary to conduct its business in the UK (Midatech) and USA (MSRx), own its properties, engage in its activities and consummate the transactions contemplated under this Agreement except where any such noncompliance would not have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; 13.1.2 9.1.2 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, not violate any applicable law or regulation or any order or decree of any court of governmental instrumentalityor Governmental Authority having jurisdiction over such Party where such violation would have a material adverse effect on its financial condition or its ability to perform its obligations under this Agreement; and (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 or conflict would have a material adverse effect on its financial condition or on its ability to perform its obligations hereunder;; and 13.1.3 9.1.3 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 (a) applicable insolvency bankruptcy, insolvency, reorganization, moratorium, and other Laws affecting laws generally applicable to creditors' rights generally, or by ’ rights; and (b) judicial discretion in the availability of equitable remediesrelief; 9.1.4 It has utilized its own scientific, development and commercialization expertise and experience to analyze and evaluate both the scientific and commercial value of transactions contemplated herein, including, without limitation, the potential Development and Commercialization of the Products, and has solely relied on such analysis and evaluations in deciding to enter into this Agreement; and 13.1.4 All 9.1.5 Neither it, nor any of its employeesAffiliates, officersis a party to or otherwise bound by any oral or written contract or agreement that will result in any Third Party obtaining any interest in, or that would give to any Third Party any right to assert any Claim in or with respect to, any of the Parties rights under this Agreement; 9.1.6 It owns or has licenses to all of its Patents, Know-How, trade secrets and all other intellectual property of any nature whatsoever provided by it to the other Party under this Agreement for the Development and Commercialization of the Products and it owns or has licenses to such Intellectual Property free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except such liens, Claims, encumbrances and obligations as will not have a material adverse effect on the other Party’s rights to Develop, Commercialize the Products under this Agreement 9.1.7 Its Patents are not subject anywhere in the world to any pending or, to its knowledge, any threatened, re-examination, opposition, interference or litigation proceedings; 9.1.8 It has not received notice, whether written or oral, from any Third Party of a Claim asserting the invalidity, misuse, unregisterability or unenforceability of any of its Patents, or challenging its right to use or ownership of any of its Patents or Know-How, or making any adverse Claim of ownership thereof; 9.1.9 It has not received notice, whether written or oral, from any Third Party and knows of no facts or circumstances which would lead to any Claim that any trade secrets or other intellectual property rights of such Third Party would be misappropriated by, or that any issued patent of such Third Party in the Territory would be infringed by, the Products or the manufacture, distribution, marketing or sale of the Products in the Territory; 9.1.10 To the best of its knowledge and belief all documents, materials, representations and other information provided or to be provided by it to the other Party concerning the Products are materially accurate, and, taken as whole, do not contain any statement which is false or misleading in any material respect, and consultants have executed agreements it has not omitted 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 Partyfailed, 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 Partyshall not omit or fail, to state any fact that would materially adversely affect the extent required other Party’s ability to support such Party's perform its obligations under this Agreement; 9.1.11 It has not entered into any agreement or other business arrangement with a Third Party for the Development, Commercialization, manufacture, supply, marketing, sales, or offer for sale of the Products in Field; 9.1.12 It will use Commercially Reasonable Efforts to perform its obligations and any actions required of it under this Agreement or any Development Plan with reasonable skill and care and within any timetables provided.

Mutual Representations and Warranties. Adolor and GSK each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 9.1.1 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 shall obtain all necessary licenses, permits, consents, or approvals from or by, and has made or will shall 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 9.1.2 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 shall not, to the best of such Party's ’s knowledge, violate any law or regulation or any order or decree of any court of governmental instrumentality; (e) will shall 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 9.1.3 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 9.1.4 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 ’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 ’s obligations under this Agreement; and 9.1.5 To the best of its knowledge after due inquiry, neither Party nor any of its respective Affiliates is a party to or otherwise bound by any oral or written contract or agreement that shall result in any Person obtaining any interest in, or that would give to any Person any right to assert any claim in or with respect to, any of the other Party’s rights under this Agreement.

Mutual Representations and Warranties. Adolor THERAVANCE and GSK ASTELLAS each represents ------------------------------------- and warrants to the other as of the Effective Signing Date that: 13.1.1 Such (a) such Party (ai) is a company duly organized, validly existing, and in good standing under the Laws of its jurisdiction of 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; (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; (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 (ev) is in compliance with its charter documents; 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 (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 or regulation or any order or decree of any court of governmental instrumentality; (ev) 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 or the other Party’s enjoyment of its rights hereunder; 13.1.3 This (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 All (d) 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 ’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 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 partyParty, 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 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 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 duly organized, validly existing, existing and in good standing under the Laws laws of its incorporation; the jurisdiction in which it is incorporated or formed; (b) is duly qualified as a corporation such Party has the requisite 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 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 fully perform its obligations hereunder; , and the individual executing this Agreement on behalf of such Party has the authority to do so; (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 and the performance of such Party and all instruments and documents to be delivered by such Party Party’s obligations hereunder (ai) are within has been duly authorized by all of its corporate actions necessary on the corporate power part of such Party; (b) have been duly authorized by all necessary or proper corporate action; (cii) do not and will not conflict with or violate any provision requirement of Applicable Law, (iii) do not and will not conflict with or violate the charter certificate of incorporation, certificate of formation, bylaws, limited partnership agreement or other organizational documents of such Party; , and (div) 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) do not and will not violate conflict with, violate, breach or conflict with constitute a default under any terms of any indenture, mortgage, deed of trust, lease, agreement, instrument or other instrument to which such Party is a party, or by which contractual obligations of 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 hereunderAffiliates; 13.1.3 This (d) 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, except as such enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency and or other Laws laws of general application affecting creditors' rights generallythe enforcement of creditor rights, or by judicial principles affecting the availability of equitable remediesspecific performance and general principles of equity (whether enforceability is considered a proceeding at law or equity); and 13.1.4 All of its employees(e) such Party is not debarred or disqualified under the United States Federal Food, officersDrug and Cosmetic Act or any comparable Applicable Law in the Territory and it does not, and consultants have executed agreements will not during the Term, employ or have existing obligations under law requiring assignment use the services of any Person who is debarred or disqualified, in connection with activities relating to any Product (it being understood that, in the event that such Party becomes aware of all Inventions made by such individuals during the course debarment or disqualification or threatened debarment or disqualification of and as the result of their association with any Person providing services to such Party, and obligating such individuals including the Party itself, its Affiliates or sublicensees, which directly or indirectly relate 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 activities under this Agreement, such Party shall immediately notify the other Party in writing and such Party shall cease employing, contracting with, or retaining such Person to perform any services under this Agreement).

Mutual Representations and Warranties. Adolor and GSK each (a) Each Party represents ------------------------------------- and warrants to the other Party that, as of the Effective Date thatDate: 13.1.1 Such Party (ai) it is a company duly organizedorganized or formed, as the case may be, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its incorporation; organization, incorporation or formation; (bii) 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, limited liability company, partnership, governmental and/ or other actions to authorize such execution and delivery and performance of each jurisdiction where such obligations; (iii) 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; (iv) except as provided in Sections 15.17 and 15.18, all authorizations of and exemptions, actions or approvals by, and all notices to or filings with, any Government Agency 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; (v) 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 the other Party; and (vi) this Agreement constitutes the Party's legal, valid and binding obligation, enforceable against it in accordance with its terms. (b) Each Party represents and warrants to the other Party that, as of April30, 2018, and except as disclosed in the Securities and Exchange Commission filings of a Party, its parent company, or any Affiliate of either, or otherwise, 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 condition or otherwise, that would materially impair 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 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 Agreement and the legal right to conduct its business as now conducted to the extent contemplated in this Agreement; (C) This 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 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 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 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 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 Agreement and the 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 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 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 Agreement and other Laws affecting creditors' rights generally, or by the availability of equitable remediesAdvisory 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 Company and GSK CDC each represents ------------------------------------- and warrants to the other as of the Effective Date that: 13.1.1 8.1.1 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 8.1.2 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 ’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 8.1.3 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 8.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions 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 ’s obligations under this Agreement.

Mutual Representations and Warranties. Adolor and GSK each Each Party hereby represents ------------------------------------- and warrants to the other Parties as of the Effective Date thatfollows: 13.1.1 Such Party (a) is a company duly organized, validly existingthat such Party has obtained the advice of legal counsel prior to such Party’s execution and delivery of the Settlement Documents, and in good standing under that such Party’s execution and delivery of this Settlement Agreement containing the Laws releases set forth above are made voluntarily, with full knowledge of its incorporation; their significance, and with the express intention of extinguishing all obligations; (b) is duly qualified as a corporation that such Party has the corporate, partnership or limited liability company power and in good standing under authority to enter into 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 Settlement Documents and to perform its obligations hereunder; hereunder and thereunder; (c) has the requisite corporate power Settlement Documents have been duly authorized, executed and authority delivered and constitute the legal right to conduct its business as now conducted legal, valid, and hereafter contemplated to be conducted; binding obligations of such Party, enforceable in accordance with their terms; (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 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) Settlement Documents 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 or conflict with any terms provision of any indenture, mortgage, deed such Party’s Certificate of trust, lease, agreementIncorporation or bylaws, or other instrument operating or partnership agreement, as applicable and in effect on the Execution Date; (e) that the execution and delivery of the Settlement Documents and the performance by the Party of any of its obligations hereunder do not and will not conflict with or result in a breach of any other agreement to which such Party it or any of its Affiliates is a party, any judgment of any court or by which such governmental body applicable to the Party or its properties, or, to the Party’s knowledge, any statute, decree, order, rule or regulation of any court or governmental authority applicable to the Party or its properties; (f) that such Party: (i) has read the Settlement Documents, (ii) fully understands all the terms and conditions thereof and the meaning of each provision thereof (including specifically the releases and covenants contained herein), and (iii) has entered into the Settlement Documents of its property is boundown free will and volition, 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 advised to consult counsel, has had the opportunity to consult with counsel concerning the Settlement Documents, and delivered by such Party freely 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 remediesvoluntarily enters into them; and 13.1.4 All of its employees, officers(g) the Settlement Documents were negotiated by the Parties on an arm’s-length basis, and consultants have executed agreements nothing in the Settlement Documents shall be construed as establishing a special relationship of trust and confidence, fiduciary, partnership or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals during joint venture relationship between 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 AgreementParties. (h) [***]

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date [***], that:: Execution Version 13.1.1 Such 9.1.1 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 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; 9.1.2 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; 9.1.3 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 9.1.4 the performance of this Agreement by such Party 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; 9.1.5 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 Applicable Law of any court, governmental body or on its ability to perform its obligations hereunderadministrative or other agency having jurisdiction over such Party; 13.1.3 This 9.1.6 no government authorization, consent, approval, license, exemption, 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 has been duly or any other agreement or instrument executed and delivered in connection herewith, or for the performance by such Party of its obligations under this Agreement 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 generally, Regulatory Approvals or by Regulatory Filings related to the availability development of equitable remediesany Therapeutic Product; and 13.1.4 All of its employees, officers, and consultants have executed agreements or have existing obligations under law requiring assignment 9.1.7 with specific regard to such Party of all Inventions made by such individuals during the course of and as the result each Party’s performance 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, respective obligations to the extent required to support such Party's obligations other Party under this Agreement., such Party has not employed and, to its knowledge, has not used a contractor or consultant that has employed any individual or entity (a) debarred by the FDA (or subject to a similar sanction of any other applicable Regulatory Authority), (b) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other applicable Regulatory Authority), or (c) has been charged with or convicted under Applicable Law of the United States for conduct relating to the development or approval, or otherwise relating to the regulation of any product under the Generic Drug Enforcement Act of 1992, in each case, in the conduct of its activities prior to the Effective Date. Execution Version

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 8.1.1 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 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; 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 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 8.1.4 the performance of this Agreement by such Party 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; 8.1.5 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 Applicable Law of any court, governmental body or on its ability to perform its obligations hereunderadministrative or other agency having jurisdiction over such Party; 13.1.3 This 8.1.6 no government authorization, consent, approval, license, exemption, 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 has been duly or any other agreement or instrument executed and delivered in connection herewith, or for the performance by such Party of its obligations under this Agreement 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 generally, Regulatory Approvals or by Regulatory Filings related to the availability development of equitable remediesany Licensed Product; and 13.1.4 All 8.1.7 such Party has not employed and, to its knowledge, has not used a contractor or consultant that has employed, any individual or entity (a) debarred by the FDA (or subject to a similar sanction of any other applicable Regulatory Authority), (b) who is the subject of an FDA debarment investigation or proceeding (or similar proceeding of any other applicable Regulatory Authority), or (c) has been charged with or convicted under Applicable Law of the United States for conduct relating to the development or approval, or otherwise relating to the regulation of any product under the Generic Drug Enforcement Act of 1992, in each case, 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 and GSK each Each Party represents ------------------------------------- and warrants to the other Party as of the Effective Date that: 13.1.1 Such 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 incorporation and has full corporate power, ability and authority to enter into this Agreement and to carry out the provisions hereof; 13.1.2 execution of this Agreement and the performance 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 Party of its obligations hereunder; (c) hereunder have been duly authorized; 13.1.3 this Agreement has the requisite corporate power been duly executed 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 delivered on behalf of such Party, to the extent required for the ownership and operation of its business, where the failure to obtain such licenses, permits, consents Person or approvals, or to make such notices, would have a material adverse effect Persons executing this Agreement on its financial condition or its ability behalf have been duly authorized to perform its obligations hereunder; do so by all requisite corporate action, and (e) is this Agreement constitutes a legal, valid, binding obligation, enforceable against it in compliance accordance with its charter documentsthe terms hereof; 13.1.2 The 13.1.4 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 does not create a breach or proper corporate action; (c) do not conflict with default under 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 agreement 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; 13.1.5 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 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 other agreements, and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party except for Regulatory Approvals including Commercialization Approvals obtained 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 remediesthis Agreement; and 13.1.4 All 13.1.6 all of its employeesdirectors, officers, employees and consultants officers have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions Inventions, whether or not patentable, made by such individuals during the course of and as the a result of their association with such Party, Party and obligating each such individuals directors, employee and officer 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 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 ’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 ’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. ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Mutual Representations and Warranties. Adolor and GSK each Each Party represents ------------------------------------- and warrants to the other Parties as of the Effective Date thatfollows: 13.1.1 Such Party (a) Such Party is a company duly organized, organized and validly existing, existing under the laws of the jurisdiction of its organization and is in good standing under the Laws of its incorporation; in such jurisdiction. (b) is duly qualified as a corporation Such Party has all requisite legal 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 execute, deliver and perform the legal right to conduct its business as now conducted obligations under this Agreement and hereafter contemplated to be conducted; (d) 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 action to authorize 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; performance. (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 subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws similar laws affecting creditors' ’ rights generallygenerally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (d) The execution and delivery of this Agreement by such Party does not, and the performance by such Party of the transactions contemplated by this Agreement does not (i) conflict with, or by the availability of equitable remedies; and 13.1.4 All result in a violation or breach of, any provision of its employeescharter or bylaws (or equivalent organizational documents), officers(ii) conflict with, and consultants have executed agreements or have existing obligations result in any violation or breach of, or constitute (with or without notice of lapse of time, or both) a default under law requiring assignment or require a consent or waiver under, any of the terms, conditions or provisions of any contractual restriction binding on such Party or affecting such Party or any of its assets, or (iii) conflict with or violate any order of any governmental authority applicable to such Party or any of all Inventions made its assets. (e) All consents, approvals, authorizations, notices to or filings with any governmental authority or any third party that are required to have been obtained by such individuals during Party with respect to this Agreement and the course transactions contemplated hereby have been obtained and are in full force and effect and all conditions of any such consents, approvals, authorizations, notices or filings have been complied with. (f) The obligations under this Agreement constitute legal, valid and as the result binding obligations 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 enforceable in accordance 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 Agreementrespective terms.

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 5.1.1 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 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 documentsprovisions hereof; 13.1.2 The execution, delivery and performance 5.1.2 execution of this Agreement and the performance by such Party and all instruments and documents to be delivered by such Party of its 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 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 5.1.3 this 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 termsthe terms hereof, except as such enforceability may be limited by subject to the effect of (a) applicable insolvency bankruptcy, insolvency, reorganization, moratorium, or similar Laws relating to rights of creditors generally; and (b) rules of Law and equity governing specific performance, injunctive relief, and other Laws affecting creditors' rights generallyequitable remedies; 5.1.4 the performance of this Agreement by such Party does not conflict with, or create a breach or default under, any other agreement to which it is a party, which conflict, breach or default would adversely affect such Party’s performance, or the other Party’s rights or performance, under this Agreement; and [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 5.1.5 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 necessary in connection with the execution and delivery of this Agreement, or for 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 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 its obligations under this Agreement, except as may be required under the applicable Regulatory Approvals or Regulatory Filings related to the Development, Commercialization, or manufacture of Product or Secondary Components hereunder.

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 7.1.1 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 provisions hereof; 7.1.2 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; 7.1.3 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 7.1.4 the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a party; 7.1.5 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; 7.1.6 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 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 obligations hereunderunder this Agreement and such other agreements except as may be required to obtain Xxxx-Xxxxx-Xxxxxx clearance or other clearances as required by other government authorities; 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 7.1.7 all of its employees, officers, contractors, and consultants either (a) have executed agreements or have existing obligations under law requiring assignment to such Party of all Inventions made by such individuals right, title and interest in and to their inventions and discoveries they have invented or otherwise discovered or generated during the course of and as the a result of their association with such Party, and obligating whether or not patentable, if any, to such individuals to maintain Party as confidential the sole owner thereof or (b) if any of such Party's Confidential Information’s employees, as well as the Confidential Information of Persons doing business with officers, contractors, and consultants shall not have executed such Party that such individuals may receive an agreement, (i) are subject to legal requirements to assign all right, title and interest in and to all inventions they have invented or otherwise discovered or generated during the course of and as the a result of their association with such Party to such Party, or (ii) assignment by such employee, officer, contractor, and consultant of such inventions to such Party occurs by operation of Law; 7.1.8 all of its employees, officers, contractors, and consultants either (a) have executed agreements obligating each such employee, officer, contractor, and consultant to maintain as confidential the Confidential Information of such Party, or (b) if any of such Party’s employees, officers, contractors, and consultants shall not have executed such an agreement, such employees, officers, contractors, and consultants are subject by operation of Law to maintain as confidential the Confidential Information of such Party; and 7.1.9 neither such Party, nor any of its employees, officers, subcontractors, or consultants who have rendered or will render services relating to the extent required Collaboration Compounds or Products: (a) has ever been debarred or is subject or 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 subject to support such Party's obligations a similar sanction of EMA) or (b) has ever been under this Agreementindictment 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 Party as of the Effective Date 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 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 enter into this Agreement and to carry out the provisions hereof. 9.1.2 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. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. 9.1.3 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, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof. 9.1.4 the performance of this Agreement by it does not create a breach or default under any other agreement to which it is a Party. 9.1.5 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 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; 9.1.6 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 applicable 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 under this Agreement and such other agreements except as may be required under the Stock Purchase Agreement or to obtain Xxxx-Xxxxx-Xxxxxx clearance; and 9.1.7 to the best of its knowledge, has not employed and has not used a contractor or consultant that has employed, any individual or entity debarred by the FDA (d) will notor subject to a similar sanction of EMEA), or, to the best of such Party's its knowledge, violate any law individual who or regulation entity which is the subject of an FDA debarment investigation or any order proceeding (or decree similar proceeding of any court of governmental instrumentality; (e) will not violate or conflict with any terms of any indentureEMEA), mortgage, deed of trust, lease, agreement, or other instrument to which such Party is a party, or by which such Party or any in the conduct 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, activities prior to the extent required to support such Party's obligations under Effective Date of this Agreement.