Adolor (ADLR)

Section 10.3. - Termination

(a) ADOLOR may terminate this agreement with respect to Phase A by delivering notice of such termination to ROBERTS at least thirty (30) days prior to the effective date of such termination.

(b) Either party may terminate this Agreement upon (60) days prior written notice in the event of the other party’s breach of any other material provision of this Agreement, if such default or breath is not remedied within sixty (60) days from the date of such notice.

(c) Any failure to terminate shall not be construed as a waiver by the aggrieved party of its right to terminate for future defaults or breaches.

(d) Upon termination of this Agreement, each party shall upon the request of the other party return all books, records, documents and data which it shall have received from the other party pursuant to this Agreement.

(e) Termination of this Agreement by either party shall not prejudice the right of ROBERTS to recover any royalty or other payments due at the time of termination or which become due after termination based upon rights vested prior to termination and shall not prejudice any cause of action or claim of ROBERTS or ADOLOR accruing under this Agreement.

(f) ADOLOR shall not make, have made, use or sell the Compound or Product following termination of this Agreement, except that if termination occurs during Phase B ADOLOR may sell such stocks of the Compound or Product as it shall have on hand at the time of termination. This provision shall not exempt ADOLOR from the duty to pay royalty at the rates and times provided under this Agreement.

(g) ROBERTS shall not terminate this Agreement during Phase A and any term extensions pursuant to Section 3.2, provided that ADOLOR is proceeding in good faith to seek to establish the therapeutic index of the Compound.