AGREEMENTConsulting Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Delaware
a) the Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of any Preliminary Prospectus, or instituting proceedings for that purpose, and each Preliminary Prospectus, at the time of filing...Underwriting Agreement • March 13th, 2000 • Adolor Corp • Pharmaceutical preparations • New York
EXHIBIT 4.18 STOCK PURCHASE AGREEMENT Adolor Corporation 620 Pennsylvania Avenue Exton, PA 19341 The undersigned (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the "Agreement") is made as of the...Stock Purchase Agreement • June 29th, 2001 • Adolor Corp • Pharmaceutical preparations • Delaware
Exhibit B --------- RIGHTS AGREEMENTRights Agreement • February 22nd, 2001 • Adolor Corp • Pharmaceutical preparations • New York
AMENDMENT NO. 6Registration Rights Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations
AGREEMENT by and betweenConfidentiality Agreement • May 15th, 2002 • Adolor Corp • Pharmaceutical preparations • New York
AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • January 31st, 2011 • Adolor Corp • Pharmaceutical preparations • New York
Triggering Event: of 20% or more of the Company’s outstanding Common Stock, each outstanding Right will “flip in” and become a right to buy at the Purchase Price that number of shares of Common Stock of the Company that will have a market value of two times the Purchase Price. Notwithstanding the above, all Rights that are beneficially owned by any Acquiring Person will be null and void upon the occurrence of a “flip in” Triggering Event.
Agreement ----------Executive Employment Agreement • April 29th, 2002 • Adolor Corp • Pharmaceutical preparations • Delaware
Exhibit 10.1 Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as **. A complete version of this exhibit has been...Collaboration Agreement • December 22nd, 2005 • Adolor Corp • Pharmaceutical preparations • Delaware
ADOLOR CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2006 • Adolor Corp • Pharmaceutical preparations • New York
Adolor Corporation, a Delaware corporation (the “Company”), proposes to sell 5,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 (this “Agreement”) an option to purchase up to 750,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
RECITALSDevelopment and License Agreement • November 9th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2000 • Adolor Corp
BACKGROUND ----------Stock Purchase Agreement • February 8th, 2000 • Adolor Corp
EXHIBIT 4.1 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
BetweenLicense Agreement • March 21st, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
EXHIBIT 4.2 SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries B Convertible Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
ADOLOR CORPORATION (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • November 7th, 2003 • Adolor Corp • Pharmaceutical preparations • New York
RECITALS --------Option and License Agreement • February 18th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
RECITALS --------License Agreement • February 18th, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT Agreement made as of this 7th day of November, 1994 by and among Opian Pharmaceuticals, Inc., a Delaware corporation (the "Company"), the purchasers listed in Schedule I to the Series A Convertible Preferred...Registration Rights Agreement • February 8th, 2000 • Adolor Corp • Delaware
EXHIBIT 4.5 SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries E Convertible Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
Exhibit 10.6 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT ("Sublease") is made this 11th day of September, 2000, by and between Environ Products, Inc., a Pennsylvania corporation with a principal place of business at 107 North Tech Drive, Clayton, NC...Sublease Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
EXHIBIT 4.6 EXECUTION VERSION SERIES F CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries F Convertible Preferred Stock Purchase Agreement • February 8th, 2000 • Adolor Corp • Delaware
AGREEMENT AND PLAN OF MERGER AMONG CUBIST PHARMACEUTICALS, INC. FRD ACQUISITION CORPORATION AND ADOLOR CORPORATIONMerger Agreement • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2011 is among CUBIST PHARMACEUTICALS, INC. (“Parent”), a Delaware corporation, FRD ACQUISITION CORPORATION (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and ADOLOR CORPORATION (the “Company”), a Delaware corporation.
Exhibit 4.15 SERIES H CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries H Convertible Preferred Stock Purchase Agreement • October 23rd, 2000 • Adolor Corp • Pharmaceutical preparations • Delaware
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTStock Option Agreement • April 29th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Stock Option Agreement (the “Agreement”), effective as of February 22, 2011 (the “Grant Date”).
AMENDED AND RESTATED 2003 STOCK-BASED INCENTIVE COMPENSATION PLAN DEFERRED STOCK AGREEMENTDeferred Stock Agreement • February 24th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Deferred Stock Agreement (the “Agreement”), effective as of September 9, 2010 (the “Grant Date”). All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Amended and Restated Adolor Corporation 2003 Stock-Based Incentive Compensation Plan (the “Plan”).
AMENDED AND RESTATED 2003 STOCK-BASED INCENTIVE COMPENSATION PLAN EMPLOYEE STOCK OPTION AGREEMENT (ANNUAL VESTING)Employee Stock Option Agreement • February 26th, 2010 • Adolor Corp • Pharmaceutical preparations • Delaware
Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Stock Option Agreement (the “Agreement”), effective as of [DATE] (the “Grant Date”).
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • October 25th, 2011 • Adolor Corp • Pharmaceutical preparations • New York
THIS AMENDMENT (the “Amendment”), dated as of October 24, 2011, to the Amended and Restated Rights Agreement (the “Rights Agreement”), dated as of January 31, 2011, between ADOLOR CORPORATION, a Delaware corporation (the “Company”), and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. (formerly known as STOCKTRANS, A BROADRIDGE COMPANY), a Pennsylvania corporation (the “Rights Agent”), is being executed at the direction of the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 28th, 2011 • Adolor Corp • Pharmaceutical preparations • Delaware
WHEREAS, the parties to the action in the Court of Chancery of the State of Delaware (the “Delaware Court”) styled In re Adolor Corporation Shareholders Litig., Consol. C.A. No. 6997-VCN (the “Consolidated Delaware Action”) have reached an agreement-in-principle providing for the settlement of the Consolidated Delaware Action on the terms and subject to the conditions set forth below;
OPTION AGREEMENTOption Agreement • March 18th, 2003 • Adolor Corp • Pharmaceutical preparations • Delaware
This confirms your grant, which occurred on the 22nd day of April, 2002, of an option (this “Option”) to purchase 340,000 shares of common stock, par value $0.0001 per share (a “Share”), of Adolor Corporation, a Delaware corporation (the “Company”) at the price of $14.81 per Share (the “Exercise Price”). This is a nonqualified option, which is subject to the terms and conditions of this Option Agreement.
AMENDMENT NO. 2 TO COLLABORATION AGREEMENTCollaboration Agreement • February 25th, 2005 • Adolor Corp • Pharmaceutical preparations
THIS AMENDMENT NO. 2 TO COLLABORATION AGREEMENT (this “Amendment No. 2”), dated as of December 22, 2004 (the “Effective Date”), is made by and between ADOLOR CORPORATION, a Delaware corporation and having its principal office at 700 Pennsylvania Drive, Exton, Pennsylvania 19341 (“Adolor”), and GLAXO GROUP LIMITED, a United Kingdom corporation and having its principal office at Glaxo Wellcome House, Berkely Avenue, Greenford, Middlesex, UB6 0NN, United Kingdom (“GSK”). Adolor and GSK are each sometimes referred to individually as a “Party” and together as the “Parties.”
AMENDMENT NO.4 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2000 • Adolor Corp
MUTUAL CONFIDENTIALITY AND NON-USE AGREEMENTMutual Confidentiality and Non-Use Agreement • November 7th, 2011 • Adolor Corp • Pharmaceutical preparations
This Mutual Confidentiality and Non-Use Agreement ("Agreement") is agreed and made effective as of July 26, 2011 (the "Effective Date"), by and between Adolor Corporation, a Delaware corporation, having its principal place of business at 700 Pennsylvania Drive, Exton, Pennsylvania 19341 ("Adolor"), and Cubist Pharmaceuticals, Inc., having a place of business at 65 Hayden Avenue, Lexington, MA 02421 (together with its Affiliates (defined below), "Company").
ContractOption and License Agreement • September 3rd, 2008 • Adolor Corp • Pharmaceutical preparations • Pennsylvania
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as **. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
