Common use of Termination After First Commercial Sale of the POI Product Clause in Contracts

Termination After First Commercial Sale of the POI Product. In ---------------------------------------------------------- the event that the First Commercial Sale of the POI Product in the United States occurs on or before December 31, 2005, unless otherwise permitted pursuant to Section 16.3 or 16.4, GSK may not terminate the Agreement with respect to the OBD Chronic Product prior to the earlier of (a) the third anniversary of the First Commercial Sale of the POI Product in the United States and (b) December 31, 2007. Upon nine (9) months prior written notice to Adolor, GSK may terminate this Agreement with respect to the OBD Chronic Product in the United States and/or one or more Major Regions on or after the earlier of (a) the third anniversary of the First Commercial Sale of the POI Product in the United States and (b) December 31, 2007; provided that if GSK terminates the Major Region of Japan it must also terminate the Major Region of Asia-Pacific. For the avoidance of doubt, in the event that GSK exercises its termination right pursuant to this Section 16.6.4, GSK shall retain all of its rights to the Adolor Products and the GI Products other than the **, and remain subject to its obligations, under this Agreement.

Termination After First Commercial Sale of the POI Product. In ---------------------------------------------------------- the event that the First Commercial Sale of the POI Product in the United States occurs on or before December 31, 2005, unless otherwise permitted pursuant to Section 16.3 or 16.4, GSK may not terminate the this Agreement with respect to the OBD Chronic Product Adolor Products prior to the earlier of (a) the third anniversary of the First Commercial Sale of the POI Product in the United States and (b) December 31, 2007. Upon nine (9) months prior written notice to Adolor, GSK may terminate this Agreement with respect to the OBD Chronic Product all Adolor Products in the United States and/or one or more Major Regions on or after the earlier of (a) the third anniversary of the First Commercial Sale of the POI Product in the United States and (b) December 31, 2007; provided that if GSK terminates the Major Region of Japan it must also terminate the Major Region of Asia-Pacific. For the avoidance of doubt, in the event that GSK exercises its termination right pursuant to this Section 16.6.416.5.4, GSK shall retain all of its rights to the Adolor Products and the GI Products other than the **Products, and remain subject to its obligations, under this Agreement.

Termination After First Commercial Sale of the POI Product. In ---------------------------------------------------------- the event that the First Commercial Sale of the POI Product in the United States occurs on or before December 31, 2005**, unless otherwise permitted pursuant to Section 16.3 or 16.4, GSK may not terminate the this Agreement with respect to the OBD Chronic Product Adolor Products prior to the earlier of (a) the third anniversary ** of the First Commercial Sale ** of the POI Product ** in the United States and (b) December 31, 2007**. Upon nine (9) months prior written notice to Adolor, GSK may terminate this Agreement with respect to the OBD Chronic Product all ** in the United States and/or one or more Major Regions on or after the earlier of (a) the third anniversary ** of the First Commercial Sale ** of the POI Product ** in the United States and (b) December 31, 2007**; provided that if GSK terminates the Major Region of Japan it must also terminate the Major Region of Asia-Pacific. For the avoidance of doubt, in the event that GSK exercises its termination right pursuant to this Section 16.6.416.5.4, GSK shall retain all of its rights to the Adolor Products and the GI Products other than the **Products, and remain subject to its obligations, under this Agreement.