Common use of Purchases of Equity Securities Clause in Contracts

Purchases of Equity Securities. During the Term and for a period of ------------------------------ one (1) year thereafter, except as permitted by Section 17.2, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: 17.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of Adolor; 17.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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. 17.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor or (ii) direct or indirect rights, warrants or options to acquire any assets of Adolor, except for such assets as are then being offered for sale by Adolor; 17.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1, 17.1.2 or 17.1.3; or 17.1.6 otherwise act in concert with others, to seek to offer to Adolor or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor or nominate any person as a director of Adolor who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Adolor.

Purchases of Equity Securities. During the Term and for a period of ------------------------------ one (1) year thereafter, except as permitted by Section 17.2, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: 17.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of Adolor; 17.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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.; 17.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor or (ii) direct or indirect rights, warrants or options to acquire any assets of Adolor, except for such assets as are then being offered for sale by Adolor; 17.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1, 17.1.2 or 17.1.3; or 17.1.6 otherwise act in concert with others, to seek to offer to Adolor or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor or nominate any person as a director of Adolor who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Adolor.

Purchases of Equity Securities. During the Term So long as this Agreement remains in effect and for a period of ------------------------------ one (1) year [*] thereafter, except as permitted by Section 17.215.2, or as otherwise agreed in writing by Theravance, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: 17.1.1 15.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of AdolorTheravance; 17.1.2 15.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 15.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 15.1.3 form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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.Theravance; 17.1.4 15.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor Theravance or (ii) direct or indirect rights, warrants or options to acquire any assets of AdolorTheravance, except for such assets as are then being offered for sale by AdolorTheravance; 17.1.5 15.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.115.1.1, 17.1.2 15.1.2, 15.1.3, or 17.1.3; or15.1.4. 17.1.6 15.1.6 otherwise act in concert with others, to seek to offer to Adolor Theravance or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor Theravance or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor Theravance or nominate any person as a director of Adolor Theravance who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of AdolorTheravance.

Purchases of Equity Securities. During (a) Prior to the Term and for a period third anniversary of ------------------------------ one (1) year thereafterthe Closing, except as permitted by Section 17.24.1(b), GSK (c) or (d), Purchaser and its Affiliates will not (and will not assist or encourage others other to) directly or indirectly in any manner: 17.1.1 (i) acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of Adolorthe Company; 17.1.2 (ii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") SEC promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 subparagraph (ii) shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof;. 17.1.3 (iii) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolorthe Company; **=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.or 17.1.4 (iv) acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor the Company or (ii) direct or indirect rights, warrants or options to acquire any assets of Adolorthe Company, except for such assets as are then being offered for sale by Adolorthe Company; 17.1.5 (v) enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1clauses (i), 17.1.2 (ii) or 17.1.3(iii) of this Section 4.1(a); or 17.1.6 (vi) otherwise act in concert with others, to seek to offer to Adolor the Company or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor the Company or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor the Company or nominate any person as a director of Adolor the Company who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Adolorthe Company; provided, however, that nothing in this subparagraph (vi) shall prevent Purchaser or any Affiliate of Purchaser, either acting alone or in concert with each other, from taking any action.. (b) Nothing herein shall prevent Purchaser from purchasing any securities of the Company pursuant to the terms of this Agreement (including through exercise of its rights under Section 3.1 hereof) and Purchaser shall not be treated as having breached any covenant in this Agreement solely as a result of such purchase. (c) Nothing herein shall prevent Purchaser from purchasing additional Equity Securities of the Company if (i) prior thereto Purchaser has not sold any Shares (other than to an Affiliate of Purchaser) and (ii) after such purchase Purchaser and its Affiliates would own fourteen and three-tenths percent (14.3%) or less of the Total Voting Power of all Voting

Purchases of Equity Securities. During the Term So long as this Agreement remains in effect and for a period of ------------------------------ one (1) year thereafter, except as permitted by Section 17.215.2, or as otherwise agreed in writing by Theravance, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: 17.1.1 15.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of AdolorTheravance; 17.1.2 15.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "“solicitation" ” of "“proxies" ” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "“SEC"”) promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 15.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 15.1.3 form, join or in any way participate in a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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.Theravance; 17.1.4 15.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor Theravance or (ii) direct or indirect rights, warrants or options to acquire any assets of AdolorTheravance, except for such assets as are then being offered for sale by AdolorTheravance; 17.1.5 15.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.115.1.1, 17.1.2 15.1.2, 15.1.3, or 17.1.3; or15.1.4. 17.1.6 15.1.6 otherwise act in concert with others, to seek to offer to Adolor Theravance or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor Theravance or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor Theravance or nominate any person as a director of Adolor Theravance who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of AdolorTheravance.

Purchases of Equity Securities. During (a) Prior to the Term and for a period third anniversary of ------------------------------ one (1) year thereafterthe First Closing, except as permitted by Section 17.24.1(b), GSK (c) or (d) and except as otherwise contemplated or permitted by any of the Transaction Agreements, Purchaser and its Affiliates will not (and will not assist or encourage others other to) directly or indirectly in any manner: 17.1.1 (i) acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of Adolorthe Company; 17.1.2 (ii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") SEC promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 subparagraph (ii) shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 (iii) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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.Company; 17.1.4 (iv) acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor the Company or (ii) direct or indirect rights, warrants or options to acquire any assets of Adolorthe Company, except for such assets as are then being offered for sale by Adolorthe Company; 17.1.5 (v) enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1clauses (i), 17.1.2 (ii) or 17.1.3(iii) of this Section 4.1(a); or 17.1.6 (vi) otherwise act in concert with others, to seek to offer to Adolor the Company or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor the Company or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor the Company or nominate any person as a director of Adolor the Company who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Adolorthe Company; provided, however, that nothing in this subparagraph (vi) shall prevent Purchaser or any Affiliate of Purchaser, either acting alone or in concert with each other, from taking any action. (b) Nothing herein shall prevent Purchaser from purchasing any securities of the Company pursuant to the terms of this Agreement (including through exercise of its rights under Section 3.1 hereof) and Purchaser shall not be treated as having breached any covenant in this Agreement solely as a result of such purchase. (c) Nothing herein shall prevent Purchaser from purchasing additional Equity Securities of the Company if (i) prior thereto Purchaser has not sold any Shares (other than to an Affiliate of Purchaser) and (ii) after such purchase Purchaser and its Affiliates would own no greater percent of the Total Voting Power of all Voting Securities of the Company then outstanding than the Purchaser owned immediately following the most recent Closing. (d) This Section 4.1 shall terminate and Purchaser and its Affiliates shall have the right to acquire any securities of the Company without regard to the limitation on share ownership set forth in Section 4.1 in the event that: (i) the Company has entered into (A) a merger agreement in which the holders of the Company's Voting Securities would cease to hold a majority of the voting securities of the surviving corporation, (B) an agreement to sell all or substantially all its assets, or (C) an agreement to be acquired, business combination, consolidation or any such similar transaction, in each case with any Person other than a wholly-owned subsidiary of the Company; provided, however, the limitation shall continue if (i) the merger agreement is with a majority-owned subsidiary of the Company and the Company is to be the surviving corporation in the merger, or (ii) the merger agreement or other agreements referred to in sections (A), (B), or (C) is subsequently terminated or the transactions contemplated thereunder are not consummated; or (ii) a tender or exchange offer (other than a tender or exchange offer that the Company's Board of Directors has recommended be rejected) is made by any Person or 13D Group (as hereinafter defined) (other than an Affiliate of, or any Person acting in concert with, Purchaser) to acquire Voting Securities which, if added to the Voting Securities (if any) already owned by such Person or 13D Group, would result, if consummated in accordance with its terms, in the Beneficial Ownership by such Person or 13D Group of more than 30% of the Total Voting Power of all Voting Securities of the Company then outstanding, PROVIDED THAT the limitation shall be reinstated if such tender or exchange offer is withdrawn or terminated without such Person or 13D Group acquiring such 30% ownership level, and PROVIDED FURTHER, notwithstanding the termination or withdrawal of any such tender or exchange offer, any securities of the Company acquired by Purchaser or its Affiliates following the making of such tender or exchange offer and prior to such termination or withdrawal may be retained; or (iii) it is publicly disclosed or Purchaser otherwise learns that Voting Securities representing more than 35% of the Total Voting Power of all Voting Securities of the Company then outstanding are Beneficially Owned by any Person or 13D Group (other than an Affiliate of, or any person acting in concert with, Purchaser); or (iv) a proxy contest (or similar incident) is made by any Person of 13D Group (other than an Affiliate of, or any Person acting in concert with, Purchaser) to elect individuals who at the beginning of any calendar year did not constitute the majority of the members of the Board of Directors of the Company then in office and the Purchaser, upon the advice of legal counsel and financial advisors, reasonably believes in good faith, that such proxy contest will result in the election of individuals who will constitute a majority of members of the Board of Directors of the Company, but who did not, at the beginning of the calendar year, constitute the majority of the members of the Board of Directors of the Company then in office, PROVIDED THAT the limitation shall be reinstated if such proxy contest or similar incident is terminated or withdrawn without affecting the change in the Board of Directors referred to above and PROVIDED FURTHER THAT, notwithstanding the termination or withdrawal of any such proxy contest or similar incident, any securities of the Company acquired by Purchaser or its Affiliates following initiation of such proxy contest or similar incident and prior to such termination or withdrawal may be retained. (e) As used herein, the term "13D Group" shall mean any group of Persons formed for the purpose of acquiring, holding, voting or disposing of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder (as now in effect and based on present legal interpretations thereof) to file a statement on Schedule 13D with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act. Ownership of Voting Securities under Section 4.1(d) above and Section 5.1(d) below shall be determined in accordance with Rule l3d-3 of the Exchange Act as currently in effect.

Purchases of Equity Securities. During Upon the Term Effective Date and for a period lasting until the earlier of ------------------------------ one (1a) year thereafterthe *** and (b) *** after the effective date of termination of this Agreement, except as permitted by Section 17.216.4, GSK Licensee and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner, absent a request from, or prior consent of, Immunomedics: 17.1.1 16.3.1 acquire, offer or agree to acquire, or agree announce an intention to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act")”) or interest in any ------------ securities of Immunomedics entitled to vote on the election of directors (“Voting Securities”) or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities Voting Securities of AdolorImmunomedics; 17.1.2 16.3.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "“solicitation" ” of "“proxies" ” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "“SEC"”) promulgated pursuant to Section 14 of the Exchange Act)) or seek to advise or influence any person with respect to the voting of any Voting Securities of Immunomedics; provided, --- however, that the prohibition in this Section 17.1.2 16.3.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereofEffective Date; 17.1.3 16.3.3 directly or indirectly make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any extraordinary transaction involving Immunomedics or its securities or assets or any subsidiary thereof, or of any successor to or person in control of Immunomedics or any of its businesses, or any assets of Immunomedics or any subsidiary or division thereof or of any such successor or controlling person; 16.3.4 form, join or in any way participate in a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities Voting Securities of AdolorImmunomedics; **=Certain information on this page has been omitted and filed separately with the Commission. Confidential * Portion for which confidential treatment has been requested with respect to the omitted portionsrequested. 17.1.4 16.3.5 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, : (ia) any of the assets, tangible or intangible, of Adolor Immunomedics, or (iib) direct or indirect rights, warrants or options to acquire any assets of AdolorImmunomedics, except for such assets as are then being offered for sale by AdolorImmunomedics; 17.1.5 16.3.6 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1Section 16.3.1, 17.1.2 16.3.2, 16.3.3, 16.3.4 or 17.1.3; or16.3.5 17.1.6 16.3.7 otherwise act in concert with others, others to seek to offer to Adolor Immunomedics or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor Immunomedics, or otherwise seek in concert with others, others to control, change or influence the management, board of directors or policies of Adolor Immunomedics ,or nominate any person as a director of Adolor Immunomedics who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of AdolorImmunomedics.

Purchases of Equity Securities. During the Term and for a period of ------------------------------ one (1) year [***] thereafter, except as permitted by Section 17.2pursuant to the Stock Purchase Agreement, GSK Serono and its Affiliates and any representatives of Serono or its Affiliates will not (and will not assist or encourage others other to) directly or indirectly in any manner: 17.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of AdolorCancerVax; 17.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC") promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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.CancerVax; 17.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (ia) any of the assets, tangible or intangible, of Adolor CancerVax or (iib) direct or indirect rights, warrants or options to acquire any assets of AdolorCancerVax, except for such assets as are then being offered for sale by AdolorCancerVax; 17.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1, 17.1.2 or 17.1.3this ARTICLE 17; or 17.1.6 otherwise act in concert with others, to seek to offer to Adolor CancerVax or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor CancerVax or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor CancerVax or nominate any person as a director of Adolor CancerVax who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of AdolorCancerVax.

Purchases of Equity Securities. During Upon the Term Effective Date and for a period lasting until the earlier of ------------------------------ one (1a) year thereafterthe ** of the Effective Date and (b) ** after the effective date of termination of this Agreement, except as permitted by Section 17.216.2, GSK Pfizer and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner, absent a request from, or prior consent of, Adolor: 17.1.1 16.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) or interest in any ------------ securities of Adolor entitled to vote on the election of directors (“Voting Securities”) or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities Voting Securities of Adolor; 17.1.2 16.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "“solicitation" ” of "“proxies" ” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "“SEC"”) promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 16.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereofEffective Date; 17.1.3 16.1.3 form, join or in any way participate in a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities Voting Securities of Adolor; **=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.; 17.1.4 16.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, : (ia) any of the assets, tangible or intangible, of Adolor Adolor, or (iib) direct or indirect rights, warrants or options to acquire any assets of Adolor, except for such assets as are then being offered for sale by Adolor; 17.1.5 16.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.1Section 16.1.1, 17.1.2 16.1.2 or 17.1.316.1.3; or 17.1.6 16.1.6 otherwise act in concert with others, others to seek to offer to Adolor or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor Adolor, or otherwise seek in concert with others, others to control, change or influence the management, board of directors or policies of Adolor ,or nominate any person as a director of Adolor who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Adolor.

Purchases of Equity Securities. During the Term So long as this Agreement remains in effect and for a period of ------------------------------ one (1) year thereafter, except as permitted by Section 17.215.2, or as otherwise agreed in writing by Theravance, GSK and its Affiliates will not (and will not assist or encourage others to) directly or indirectly in any manner: 17.1.1 15.1.1 acquire, or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule l3d-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Act"”)) or interest in any ------------ securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any securities of AdolorTheravance; 17.1.2 15.1.2 make, or in any way participate in, directly or indirectly, alone or in concert with others, any "“solicitation" ” of "“proxies" ” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission (the "“SEC"”) promulgated pursuant to Section 14 of the Exchange Act); provided, --- however, that the prohibition in this Section 17.1.2 15.1.2 shall not apply to solicitations exempted from the proxy solicitation rules by Rule 14a-2 under the Exchange Act as such Rule 14a-2 is in effect as of the date hereof; 17.1.3 15.1.3 form, join or in any way participate in a "“group" ” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Adolor; **=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.Theravance; 17.1.4 15.1.4 acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible or intangible, of Adolor Theravance or (ii) direct or indirect rights, warrants or options to acquire any assets of AdolorTheravance, except for such assets as are then being offered for sale by AdolorTheravance; 17.1.5 15.1.5 enter into any arrangement or understanding with others to do any of the actions restricted or prohibited under Sections 17.1.115.1.1, 17.1.2 15.1.2, 15.1.3, or 17.1.3; or15.1.4. 17.1.6 15.1.6 otherwise act in concert with others, to seek to offer to Adolor Theravance or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Adolor Theravance or otherwise seek in concert with others, to control, change or influence the management, board of directors or policies of Adolor Theravance or nominate any person as a director of Adolor Theravance who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of AdolorTheravance.