0001193125-06-034325 Sample Contracts

ADOLOR CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting 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.

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