SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 14, 2011
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (484) 595-1500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 14, 2011, Adolor Corporation (the Company), Glaxo Group Limited (GSK) and GlaxoSmithKline LLC (GSK LLC) entered into a Termination Agreement (the Termination Agreement) whereby the Company and GSK agreed to terminate the Collaboration Agreement dated April 14, 2002, as amended (the Collaboration Agreement), and the Company and GSK LLC agreed to terminate the Distribution Services Agreement dated as of June 29, 2004, as amended (the Distribution Agreement and together with the Termination Agreement and the Collaboration Agreement, the GSK Agreements). Pursuant to the terms of the Termination Agreement, the Company agreed to pay to GSK $25 million cash, staged over a six-year period, with $2.5 million payable in 2011, tiered, mid-single digit royalties on annual net sales of ENTEREG® (alvimopan) and a further one-time, sales-related milestone of $15 million. The Termination Agreement will become effective on August 31, 2011, unless extended to September 30, 2011 by the Company upon written notice to GSK.
There are no material relationships between GSK and GSK LLC and the Company or any of the Companys affiliates, directors or officers (or any associate of any such director or officer), other than by virtue of the GSK Agreements.
The Company hereby incorporates by reference the press release dated June 14, 2011, attached hereto as Exhibit 99.1, and made a part of this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
The Company hereby incorporates by reference the information contained in Item 1.01 hereof into this Item 1.02.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.