0001193125-10-042406 Sample Contracts

AMENDED AND RESTATED 2003 STOCK-BASED INCENTIVE COMPENSATION PLAN EXECUTIVE OFFICER DEFERRED STOCK AGREEMENT (VESTING AT YRS 2 & 4)
Deferred Stock Agreement • February 26th, 2010 • 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 [GRANT DATE] (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”).

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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 NO. 1 TO DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • February 26th, 2010 • Adolor Corp • Pharmaceutical preparations

This Amendment No. 1 to Distribution Services Agreement (the “Amendment”) by and between Adolor Corporation, a Delaware corporation (“Adolor”), and GlaxoSmithKline LLC (formerly known as SmithKline Beecham Corporation), a Delaware limited liability company (“GSK”), is entered into as of this 16th day of December 2009 (the “Effective Date”). GSK and Adolor are sometimes referred to herein individually as a “Party” and collectively as “Parties”.

January 6, 2009 Mr. George R. Maurer
Employment Agreement • February 26th, 2010 • Adolor Corp • Pharmaceutical preparations
AMENDMENT NO. 5 TO COLLABORATION AGREEMENT
Collaboration Agreement • February 26th, 2010 • Adolor Corp • Pharmaceutical preparations

THIS AMENDMENT NO. 5 TO COLLABORATION AGREEMENT (this “Amendment No. 5”), effective as of December 16, 2009 (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, Berkeley 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.”

AMENDED AND RESTATED 2003 STOCK-BASED INCENTIVE COMPENSATION PLAN EMPLOYEE DEFERRED STOCK AGREEMENT (ANNUAL VESTING)
Employee Deferred Stock Agreement • February 26th, 2010 • 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 [GRANT DATE] (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”).

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