##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission File Number: 000-30039



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ADOLOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 31-1429198                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



700 Pennsylvania
Drive

Exton, Pennsylvania 19341

(Address of Principal Executive Offices and Zip Code)



484-595-1500

(Registrants Telephone Number, Including Area Code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    x  Yes ̈No



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    x  Yes ̈No



Number of shares outstanding of the issuers Common Stock, par value $0.0001 per share,
as of October 15, 2004: 39,072,942 shares.



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##### Table of Contents

ADOLOR CORPORATION



INDEX



|         |  |                                                                                                                                                                             |  |   
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                                       |  |   
|         |  |                                                                                                                                                                            
|ITEM 1.  |  | Financial Statements (Unaudited):                                                                                                                                           |  |   
|         |  |                                                                                                                                                                            
|         |  | Consolidated Balance Sheets at September 30, 2004 and December 31, 2003                                                                                                     |  | 1 
|         |  |                                                                                                                                                                            
|         |  | Consolidated Statements of Operations for the three and nine months ended September 30, 2004 and 2003, and the period from August 9, 1993 (inception) to September 30, 2004 |  | 2 
|         |  |                                                                                                                                                                            
|         |  | Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2004 and 2003, and the period from August 9, 1993 (inception) to September 30, 2004 |  | 3 
|         |  |                                                                                                                                                                            
|         |  | Notes to Consolidated Financial Statements                                                                                                                                  |  | 4 
|         |  |                                                                                                                                                                            
|ITEM 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                       |  | 8 
|         |  |                                                                                                                                                                            
|         |  | Certain Risks Related to Our Business                                                                                                                                       |  | 15
|         |  |                                                                                                                                                                            
|ITEM 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                  |  | 27
|         |  |                                                                                                                                                                            
|ITEM 4.  |  | Controls and Procedures                                                                                                                                                     |  | 27
|         |  |                                                                                                                                                                            
|PART II. |  | OTHER INFORMATION                                                                                                                                                           |  |   
|         |  |                                                                                                                                                                            
|ITEM 1.  |  | Legal Proceedings                                                                                                                                                           |  | 28
|         |  |                                                                                                                                                                            
|ITEM 6.  |  | Exhibits                                                                                                                                                                    |  | 29
|         |  |                                                                                                                                                                            
|         |  | Signatures                                                                                                                                                                  |  | 30



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



ADOLOR CORPORATION

(A Development Stage Company)



Consolidated Balance Sheets

Unaudited

September 30, 2004 and
December 31, 2003



|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------------ | - | ----------------- | - | ------------ | -
|                                                                                                                                                                                 |  | September 30, 2004 |              |   | December 31, 2003 |  
|Assets                                                                                                                                                                           |  |                    |              |   |                   |   |              |  
|Current assets:                                                                                                                                                                  |  |                    |              |   |                   |   |              |  
|Cash and cash equivalents                                                                                                                                                        |  | $                  | 12,428,701   |   |                   | $ | 5,339,202    |  
|Short-term investments (Note 3)                                                                                                                                                  |  |                    | 151,659,171  |   |                   |   | 204,835,289  |  
|Accounts receivable from collaboration agreement (Note 4)                                                                                                                        |  |                    | 12,741,842   |   |                   |   | 3,079,757    |  
|Prepaid expenses and other current assets                                                                                                                                        |  |                    | 1,407,740    |   |                   |   | 2,946,254    |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Total current assets                                                                                                                                                             |  |                    | 178,237,454  |   |                   |   | 216,200,502  |  
|                                                                                                                                                                                 |  |                   
|Equipment and leasehold improvements, net                                                                                                                                        |  |                    | 7,893,976    |   |                   |   | 8,293,324    |  
|Other assets                                                                                                                                                                     |  |                    | 105,378      |   |                   |   | 169,915      |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Total assets                                                                                                                                                                     |  | $                  | 186,236,808  |   |                   | $ | 224,663,741  |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Liabilities and Stockholders Equity                                                                                                                                             |  |                    |              |   |                   |   |              |  
|Current liabilities:                                                                                                                                                             |  |                    |              |   |                   |   |              |  
|Accounts payable                                                                                                                                                                 |  | $                  | 602,377      |   |                   | $ | 1,542,699    |  
|Accrued expenses                                                                                                                                                                 |  |                    | 11,065,286   |   |                   |   | 14,960,176   |  
|Deferred licensing fees  current (Note 4)                                                                                                                                       |  |                    | 4,166,676    |   |                   |   | 4,166,676    |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Total current liabilities                                                                                                                                                        |  |                    | 15,834,339   |   |                   |   | 20,669,551   |  
|                                                                                                                                                                                 |  |                   
|Deferred licensing fees  non-current (Note 4)                                                                                                                                   |  |                    | 35,590,249   |   |                   |   | 38,715,256   |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Total liabilities                                                                                                                                                                |  |                    | 51,424,588   |   |                   |   | 59,384,807   |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Stockholders equity:                                                                                                                                                            |  |                    |              |   |                   |   |              |  
|Series A Junior Participating preferred stock, $0.01 par value; 35,000 shares authorized; none issued and outstanding                                                            |  |                    |             |   |                   |   |             |  
|Preferred stock, par value $0.01; 1,000,000 shares authorized; none issued and outstanding                                                                                       |  |                    |             |   |                   |   |             |  
|Common stock, par value $0.0001; 99,000,000 shares authorized; 39,072,923 and 38,793,122 shares issued and outstanding at September 30, 2004
and December 31, 2003, respectively |  |                    | 3,907        |   |                   |   | 3,879        |  
|Additional paid-in capital                                                                                                                                                       |  |                    | 373,567,763  |   |                   |   | 372,191,435  |  
|Deferred compensation                                                                                                                                                            |  |                    | (50,272      | ) |                   |   | (757,588     | )
|Unrealized (losses)/gains on available for sale securities                                                                                                                       |  |                    | (326,950     | ) |                   |   | 221,224      |  
|Deficit accumulated during the development stage                                                                                                                                 |  |                    | (238,382,228 | ) |                   |   | (206,380,016 | )
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Total stockholders equity                                                                                                                                                       |  |                    | 134,812,220  |   |                   |   | 165,278,934  |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  
|Total liabilities and stockholders equity                                                                                                                                       |  | $                  | 186,236,808  |   |                   | $ | 224,663,741  |  
|                                                                                                                                                                                 |  |                    |              |   |                   |   |              |  



The accompanying notes are an integral
part of the consolidated financial statements.



1



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##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)



Consolidated Statements of Operations

(Unaudited)

Three and Nine months
ended September 30, 2004 and 2003 and the period from August 9, 1993

(inception) to September 30, 2004



|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | - | ----------- | --------------------------------------------------------- |  | - | ----------- | - |  | - | ----------- | - |  | - | ------------ | -
|                                                              |  | Three months ended September 30, |            |   | Nine months ended September 30, |   |             | Period fromAugust 9, 1993(inception) toSeptember 30, 2004 | 
|                                                              |  | 2004                             |            |   | 2003                            |   |             | 2004                                                      |  |   | 2003        |   | 
|Contract revenues (Note 4)                                    |  | $                                | 13,783,512 |   |                                 | $ | 4,848,306   |                                                           |  | $ | 21,136,081  |   |  | $ | 16,605,211  |   |  | $ | 71,863,746   |  
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Operating expenses incurred during the development stage:     |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Research and development                                      |  |                                  | 16,679,343 |   |                                 |   | 14,551,187  |                                                           |  |   | 38,099,651  |   |  |   | 43,226,401  |   |  |   | 242,426,013  |  
|Marketing, general and administrative                         |  |                                  | 6,424,987  |   |                                 |   | 4,651,805   |                                                           |  |   | 16,858,797  |   |  |   | 12,009,484  |   |  |   | 87,663,224   |  
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Total operating expenses                                      |  |                                  | 23,104,330 |   |                                 |   | 19,202,992  |                                                           |  |   | 54,958,448  |   |  |   | 55,235,885  |   |  |   | 330,089,237  |  
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Loss from operations                                          |  |                                  | (9,320,818 | ) |                                 |   | (14,354,686 | )                                                         |  |   | (33,822,367 | ) |  |   | (38,630,674 | ) |  |   | (258,225,491 | )
|                                                              |  |                                  |            |   |                                
|Interest income                                               |  |                                  | 612,414    |   |                                 |   | 546,218     |                                                           |  |   | 1,821,502   |   |  |   | 2,003,858   |   |  |   | 20,198,927   |  
|Other expense                                                 |  |                                  | (354       | ) |                                 |   | (29,502     | )                                                         |  |   | (1,347      | ) |  |   | (32,088     | ) |  |   | (355,664     | )
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Net loss                                                      |  | $                                | (8,708,758 | ) |                                 | $ | (13,837,970 | )                                                         |  | $ | (32,002,212 | ) |  | $ | (36,658,904 | ) |  | $ | (238,382,228 | )
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Basic and diluted net loss per share                          |  | $                                | (0.22      | ) |                                 | $ | (0.44       | )                                                         |  | $ | (0.82       | ) |  | $ | (1.16       | ) |  |   |              |  
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  
|Shares used in computing basic and diluted net loss per share |  |                                  | 38,996,874 |   |                                 |   | 31,662,872  |                                                           |  |   | 38,872,108  |   |  |   | 31,592,436  |   |  |   |              |  
|                                                              |  |                                  |            |   |                                 |   |             |                                                           |  |   |             |   |  |   |             |   |  |   |              |  



The accompanying notes are an integral
part of the consolidated financial statements.



2



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##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

Nine months ended September 30, 2004 and 2003 and the

period from August 9, 1993 (inception) to September 30, 2004



|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------------- | ------------ | - | --------------------------------------------------------- | - | ------------ | - |  | - | ------------ | -
|                                                                                                       |  | Nine months ended September 30, |              |   | Period fromAugust 9, 1993(inception) toSeptember 30, 2004 |  
|                                                                                                       |  | 2004                            |              |   | 2003                                                      |   |             
|Cash flows from operating activities:                                                                  |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Net loss                                                                                               |  | $                               | (32,002,212  | ) |                                                           | $ | (36,658,904  | ) |  | $ | (238,382,228 | )
|Adjustments to reconcile net loss to net cash used in operating activities:                            |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Non-cash compensation expense                                                                          |  |                                 | 1,064,919    |   |                                                           |   | 2,086,527    |   |  |   | 22,467,596   |  
|Non-cash warrant value                                                                                 |  |                                 |             |   |                                                           |   |             |   |  |   | 60,000       |  
|Depreciation expense                                                                                   |  |                                 | 1,770,237    |   |                                                           |   | 1,180,755    |   |  |   | 7,040,947    |  
|Non-cash proceeds from the trade of equipment                                                          |  |                                 |             |   |                                                           |   |             |   |  |   | 120,000      |  
|Gain/(loss) on the sale/(disposal) of equipment and leasehold improvements                             |  |                                 |             |   |                                                           |   | 28,744       |   |  |   | (20,227      | )
|Changes in assets and liabilities:                                                                     |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Restricted cash                                                                                        |  |                                 |             |   |                                                           |   | (931,563     | ) |  |   |             |  
|Prepaid expenses and other current assets                                                              |  |                                 | 1,538,514    |   |                                                           |   | 1,541,926    |   |  |   | (1,407,740   | )
|Accounts receivable from collaboration agreements                                                      |  |                                 | (9,662,085   | ) |                                                           |   | 3,695,742    |   |  |   | (12,741,842  | )
|Other assets                                                                                           |  |                                 | 64,537       |   |                                                           |   | 6,650        |   |  |   | (105,378     | )
|Accounts payable                                                                                       |  |                                 | (940,322     | ) |                                                           |   | (850,488     | ) |  |   | 602,377      |  
|Deferred licensing fees                                                                                |  |                                 | (3,125,007   | ) |                                                           |   | (3,554,830   | ) |  |   | 39,756,925   |  
|Accrued expenses                                                                                       |  |                                 | (3,894,890   | ) |                                                           |   | (1,423,346   | ) |  |   | 11,065,286   |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Net cash used in operating activities                                                                  |  |                                 | (45,186,309  | ) |                                                           |   | (34,878,787  | ) |  |   | (171,544,284 | )
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Cash flows from investing activities:                                                                  |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Purchase of equipment and leasehold improvements                                                       |  |                                 | (1,370,889   | ) |                                                           |   | (5,613,794   | ) |  |   | (15,109,372  | )
|Proceeds from the sale of equipment and leasehold improvements                                         |  |                                 |             |   |                                                           |   |             |   |  |   | 144,273      |  
|Purchase of short-term investments                                                                     |  |                                 | (158,385,087 | ) |                                                           |   | (122,591,122 | ) |  |   | (735,389,478 | )
|Maturities of short-term investments                                                                   |  |                                 | 211,013,031  |   |                                                           |   | 134,047,900  |   |  |   | 583,403,356  |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Net cash provided by / (used in) investing activities                                                  |  |                                 | 51,257,055   |   |                                                           |   | 5,842,984    |   |  |   | (166,951,221 | )
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Cash flows from financing activities:                                                                  |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Net proceeds from issuance of mandatorily redeemable convertible preferred stock and Series B warrants |  |                                 |             |   |                                                           |   |             |   |  |   | 78,501,909   |  
|Proceeds from Series D mandatorily redeemable convertible preferred stock subscription                 |  |                                 |             |   |                                                           |   |             |   |  |   | 600,000      |  
|Net proceeds from issuance of restricted common stock and exercise of common stock options             |  |                                 | 1,018,934    |   |                                                           |   | 213,233      |   |  |   | 3,656,021    |  
|Proceeds from notes payable-related parties                                                            |  |                                 |             |   |                                                           |   |             |   |  |   | 1,000,000    |  
|Payment of notes payable                                                                               |  |                                 |             |   |                                                           |   | (98,105      | ) |  |   | (1,832,474   | )
|Proceeds received on notes receivable                                                                  |  |                                 | 2,755        |   |                                                           |   | 544,432      |   |  |   | 973,951      |  
|Interest receivable converted to principal on notes                                                    |  |                                 | (2,936       | ) |                                                           |   | (10,051      | ) |  |   | (131,860     | )
|Proceeds from notes payable                                                                            |  |                                 |             |   |                                                           |   | 93,824       |   |  |   | 1,832,474    |  
|Net proceeds from issuance of common stock                                                             |  |                                 |             |   |                                                           |   |             |   |  |   | 266,324,185  |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Net cash provided by financing activities                                                              |  |                                 | 1,018,753    |   |                                                           |   | 743,333      |   |  |   | 350,924,206  |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Net increase (decrease) in cash and cash equivalents                                                   |  |                                 | 7,089,499    |   |                                                           |   | (28,292,470  | ) |  |   | 12,428,701   |  
|Cash and cash equivalents at beginning of period                                                       |  |                                 | 5,339,202    |   |                                                           |   | 36,667,369   |   |  |   |             |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Cash and cash equivalents at end of period                                                             |  | $                               | 12,428,701   |   |                                                           | $ | 8,374,899    |   |  | $ | 12,428,701   |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Supplemental disclosure of cash flow information:                                                      |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Cash paid for interest                                                                                 |  | $                               | 1,347        |   |                                                           | $ | 3,344        |   |  | $ | 224,377      |  
|Supplemental disclosure of noncash transactions:                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Unrealized (losses) gains on available for sale securities                                             |  |                                 | (548,174     | ) |                                                           |   | (301,586     | ) |  |   | (326,950     | )
|Deferred compensation from issuance of common stock, restricted common stock and common stock options  |  |                                 | 357,603      |   |                                                           |   | 145,007      |   |  |   | 24,496,377   |  
|Issuance of common stock for technology license agreements or for services                             |  |                                 |             |   |                                                           |   |             |   |  |   | 19,589       |  
|Conversion of Series A through H preferred stock for common stock                                      |  |                                 |             |   |                                                           |   |             |   |  |   | 80,383,703   |  
|Conversion of stock subscription to Series D mandatorily redeemable preferred stock                    |  |                                 |             |   |                                                           |   |             |   |  |   | 600,000      |  
|Conversion of bridge financing, including accrued interest, to                                         |  |                                 |              |   |                                                           |   |              |   |  |   |              |  
|Series B mandatorily redeemable preferred stock                                                        |  |                                 |             |   |                                                           |   |             |   |  |   | 1,019,787    |  



The accompanying notes are an integral
part of the consolidated financial statements.



3



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##### Table of Contents

Adolor Corporation

(A Development Stage Company)



Notes to Consolidated Financial Statements



September 30, 2004

(Unaudited)



1. ORGANIZATION AND BUSINESS ACTIVITIES



Adolor Corporation (together with its subsidiary, Adolor or the Company) is a development stage biopharmaceutical corporation that
was formed in 1993. The Company specializes in the discovery, development and commercialization of prescription pain management products. The Company has a number of small molecule product candidates that are in various stages of development ranging
from preclinical studies to advanced stage clinical trials. The Companys lead product candidate, Entereg(alvimopan), is designed to selectively block the unwanted effects of opioid analgesics on the gastrointestinal tract. The Companys next product candidate is a sterile lidocaine patch in clinical development for
treating postoperative incisional pain. The Companys other product candidates are analgesics in preclinical development for treating moderate-to-severe pain conditions.



Currently, the Companys revenues are derived from its collaboration agreement with Glaxo Group Limited
(Glaxo). The Company has not generated any product sales revenues, has incurred operating losses since inception, and has not achieved profitable operations. The Companys deficit accumulated during the development stage through
September 30, 2004 aggregated approximately $238.4 million, and the Company expects to continue to incur substantial losses in future periods. The Company is highly dependent on the success of the Companys research, development and licensing
efforts and, ultimately, upon regulatory approval and market acceptance of its products under development, particularly its lead product candidate, Entereg. There is no assurance that the Company will ever receive regulatory approval for any of its product candidates, generate product
sales revenues, achieve profitable operations and generate positive cash flows from operations, or that profitable operations, if achieved, could be sustained on a continuing basis. The Company will need to raise additional funds to finance its
operating activities prior to exhausting its current cash, cash equivalents and short-term investments. There are no assurances that the Company will be successful in obtaining an adequate level of financing for the long-term development and
potential commercialization of its product candidates.



Interim Financial
Information



The consolidated financial statements include
the accounts of Adolor Corporation and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The information at September 30, 2004 and for periods ended September 30, 2004 and
2003, is unaudited but includes all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to state fairly the financial information set forth in accordance with accounting principals
generally accepted in the United States of America. The interim results are not necessarily indicative of results to be expected for the full fiscal year. These consolidated financial statements should be read in conjunction with the audited
consolidated financial statements for the year ended December 31, 2003 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission.



2. COMPREHENSIVE LOSS



The following is the reconciliation of net loss to comprehensive loss for the three and nine months ended September 30, 2004 and September 30, 2003:



|                                                           |  |                                 |            |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|---------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                           |  | Three months endedSeptember 30, |            |   | Nine months ended September 30, |  
|                                                           |  | 2004                            |            |   | 2003                            |   |             | 2004 |  |   | 2003        |  
|Net loss                                                   |  | $                               | (8,708,758 | ) |                                 | $ | (13,837,970 | )    |  | $ | (32,002,212 | ) |  | $ | (36,658,904 | )
|Unrealized gains/(losses) on available for sale securities |  |                                 | 137,668    |   |                                 |   | (50,377     | )    |  |   | (548,174    | ) |  |   | (301,586    | )
|Realized loss on available for sale securities             |  |                                 |           |   |                                 |   |            |      |  |   | 114,086     |   |  |   |            |  
|                                                           |  |                                 |            |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Comprehensive loss                                         |  | $                               | (8,571,090 | ) |                                 | $ | (13,888,347 | )    |  | $ | (32,436,300 | ) |  | $ | (36,960,490 | )
|                                                           |  |                                 |            |   |                                 |   |             |      |  |   |             |   |  |   |             |  



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Adolor Corporation

(A Development Stage Company)



Notes to Consolidated Financial Statements



September 30, 2004

(Unaudited)



3. SHORT-TERM INVESTMENTS



Short-term investments consist of investment grade fixed income securities with original maturities of greater than three months. All investments are
considered short-term and are classified as current, including securities with maturities in excess of one year. All investments are classified as available for sale, and are considered current assets, as management has the option to
sell them at any time.



The following summarizes the short-term
investments at September 30, 2004 and December 31, 2003:



|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|----------------------------------------------------------------- |  | ---- | ----------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -----------
|                                                                  |  | Cost |             | Grossunrealizedgains |   | Grossunrealizedlosses |  |   | Fair value
|Corporate bonds                                                   |  | $    | 2,078,673   |                      | $ |                      |  | $ | (7,633     | ) |  | $ | 2,071,040  
|U.S. Government obligations                                       |  |      | 149,907,448 |                      |   |                      |  |   | (319,317   | ) |  |   | 149,588,131
|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|September 30, 2004                                                |  | $    | 151,986,121 |                      | $ |                      |  | $ | (326,950   | ) |  | $ | 151,659,171
|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|Corporate bonds                                                   |  | $    | 32,067,478  |                      | $ | 106,799               |  | $ | (8,090     | ) |  | $ | 32,166,187 
|U.S. Government obligations & agencies                            |  |      | 172,546,587 |                      |   | 130,514               |  |   | (7,999     | ) |  |   | 172,669,102
|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|December 31, 2003                                                 |  | $    | 204,614,065 |                      | $ | 237,313               |  | $ | (16,089    | ) |  | $ | 204,835,289
|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|At September 30, 2004, maturities of investments were as follows: |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|Less than 1 year                                                  |  | $    | 142,051,424 |                      | $ |                      |  | $ | (303,033   | ) |  | $ | 141,748,391
|1-2 years                                                         |  |      | 9,934,697   |                      |   |                      |  |   | (23,917    | ) |  |   | 9,910,780  
|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|                                                                  |  | $    | 151,986,121 |                      | $ |                      |  | $ | (326,950   | ) |  | $ | 151,659,171
|                                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            



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Adolor Corporation

(A Development Stage Company)



Notes to Consolidated Financial Statements



September 30, 2004

(Unaudited)



4. CONTRACT REVENUES



The following summarizes revenues for the three and nine months ended September 30, 2004 and 2003:



|                                           |  |                                 |            |                                |   |           |  |      |            |  |   |           
|------------------------------------------ |  | ------------------------------- | ---------- | ------------------------------ | - | --------- |  | ---- | ---------- |  | - | ----------
|                                           |  | Three months endedSeptember 30, |            | Nine months endedSeptember 30,
|                                           |  | 2004                            |            | 2003                           |   | 2004      |  | 2003
|Collaborative agreement cost reimbursement |  | $                               | 2,741,842  |                                | $ | 3,806,637 |  | $    | 8,011,074  |  | $ | 13,062,159
|Collaborative milestone fees               |  |                                 | 10,000,000 |                                |   |          |  |      | 10,000,000 |  |   |          
|Amortization of up-front license fees      |  |                                 | 1,041,670  |                                |   | 1,041,669 |  |      | 3,125,007  |  |   | 3,543,052 
|                                           |  |                                 |            |                                |   |           |  |      |            |  |   |           
|Total revenue                              |  | $                               | 13,783,512 |                                | $ | 4,848,306 |  | $    | 21,136,081 |  | $ | 16,605,211
|                                           |  |                                 |            |                                |   |           |  |      |            |  |   |           



In April 2002, the
Company entered into a collaboration agreement with Glaxo for the exclusive worldwide development and commercialization of Enteregfor certain indications. Under the terms of the agreement, Glaxo paid the Company a non-refundable and non-creditable signing fee of $50.0 million during the quarter ended June 30, 2002. The $50.0
million signing fee is reflected in deferred licensing fees and is expected to be recognized as revenue on a straight-line basis through April 2014, the estimated performance period under the collaboration agreement. Revenue related thereto of
approximately $1.0 million and $3.1 million, respectively, was recognized in the three and nine month periods ended September 30, 2004.



External expenses for research and development and marketing activities incurred by each company in the United States are reimbursed by the other party
pursuant to contractually agreed percentages. Contract reimbursement amounts owed to the Company by Glaxo are recorded gross on its consolidated statements of operations as contract reimbursement revenue. The Company recorded contract reimbursement
revenues of approximately $2.7 million and $8.0 million, respectively, in the three and nine months ended September 30, 2004 under this arrangement. As of September 30, 2004 and December 31, 2003, approximately $2.7 million and $3.1 million,
respectively, were receivable from Glaxo for reimbursement of expenses incurred by the Company pursuant to the collaboration agreement.



In September 2004, upon acceptance for review of the Companys New Drug Application (NDA) by the U.S. Food and Drug Administration
(FDA), and under the terms of the collaboration agreement, the Company recognized $10.0 million in milestone revenue. As of September 30, 2004, the $10.0 million was recorded as an account receivable from Glaxo. Glaxo paid the Company
the $10.0 million in October 2004.



In April 2000, the Company
entered into a license agreement with Santen Pharmaceutical Co., Ltd. granting Santen an exclusive royalty bearing license to develop and sell products in the field of ophthalmic pain in all countries other than South Korea and North Korea. A
$500,000 non-refundable payment was paid to the Company upon execution of the agreement. Such amount was recorded as deferred revenue and was being recognized over the remaining patent life. In February 2003, Santen terminated this agreement and as
a result, the Company recognized $418,046 as revenue in the first quarter of 2003.



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Adolor Corporation

(A Development Stage Company)



Notes to Consolidated Financial Statements



September 30, 2004

(Unaudited)



5. STOCK-BASED COMPENSATION



In December 2002, the Financial Accounting Standards Board (FASB) issued Statement No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure, which amended FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this statement amended the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The disclosure requirements of Statement No. 148 have been incorporated herein.



Had the Company determined compensation cost under Statement No. 123 for options granted based on the fair value method the Companys net loss and
net loss per share would have been increased to the pro forma amounts indicated below:



|                                                                                                 |  |                                 |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|------------------------------------------------------------------------------------------------ |  | ------------------------------- | ----------- | - | ------------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                                                 |  | Three months endedSeptember 30, |             |   | Nine months ended September 30, |  
|                                                                                                 |  | 2004                            |             |   | 2003                            |   |             | 2004 |  |   | 2003        |  
|Net loss, as reported                                                                            |  | $                               | (8,708,758  | ) |                                 | $ | (13,837,970 | )    |  | $ | (32,002,212 | ) |  | $ | (36,658,904 | )
|Add: Stock-based employee compensation expense included in reported net loss                     |  |                                 | 87,172      |   |                                 |   | 664,265     |      |  |   | 578,347     |   |  |   | 2,128,952   |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method |  |                                 | (1,877,566  | ) |                                 |   | (1,865,465  | )    |  |   | (6,135,808  | ) |  |   | (5,604,156  | )
|                                                                                                 |  |                                 |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Pro forma net loss                                                                               |  | $                               | (10,499,152 | ) |                                 | $ | (15,039,170 | )    |  | $ | (37,559,673 | ) |  | $ | (40,134,108 | )
|                                                                                                 |  |                                 |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Net Loss per share:                                                                              |  |                                 |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Basic and diluted-as reported                                                                    |  | $                               | (0.22       | ) |                                 | $ | (0.44       | )    |  | $ | (0.82       | ) |  | $ | (1.16       | )
|Basic and diluted-pro forma                                                                      |  | $                               | (0.27       | ) |                                 | $ | (0.47       | )    |  | $ | (0.97       | ) |  | $ | (1.27       | )



6. LEGAL PROCEEDINGS



On April 21, 2004, a lawsuit was filed in the United
States District Court for the Eastern District of Pennsylvania against the Company, one of its directors and certain of its officers seeking unspecified damages on behalf of a putative class of persons who purchased Company common stock between
September 23, 2003 and January 14, 2004. The complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act), Rule 10b-5 under the Exchange Act and Section 20(a) of the Exchange Act in connection
with the announcement of the results of certain studies in the Companys Phase III clinical trials for Entereg, which allegedly had the effect of artificially inflating the price of the Companys common stock. Three additional complaints asserting similar claims were filed shortly after the initial
complaint. These actions have been consolidated for filing purposes under the caption: In re Adolor Corporation Securities Litigation,No. 2:04-cv-01728. Two parties have separately moved to be appointed as Lead Plaintiff and to consolidate
the actions for purposes of trial. One of those motions has subsequently been withdrawn. Once the district court issues an order appointing Lead Plaintiff, the Company anticipates that the appointed Lead Plaintiff will file a consolidated amended
complaint to which the Company must respond sixty days later. The Company believes that the allegations are without merit and intends to vigorously defend the litigation.



On August 2, 2004, two shareholder derivative lawsuits were filed in the United States District Court for the Eastern
District of Pennsylvania, purportedly on behalf of the Company, against its directors and certain of its officers seeking unspecified damages for various alleged breaches of fiduciary duty and waste. The allegations are similar to those set forth in
the class action complaints, involving the announcement of the results of certain studies in the Companys Phase III clinical trials for Entereg. The Derivative Plaintiff has indicated that it intends to file an amended Complaint. Pursuant to the Courts order dated October 13,
2004, Plaintiffs have 30 days to file an amended Complaint and the Company will then have 30 days to respond. The Company currently intends to challenge the standing of the Derivative Plaintiff to file the derivative litigation on its behalf.



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ITEM 2. MANANGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include those which express plan, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. We have based these forward-looking statements on our
current expectations and projections about future events and they are subject to risks and uncertainties known and unknown which could cause actual results and developments to differ materially from those expressed or implied in such statements.
These forward-looking statements include statements about the following:



| |  | our product development efforts, including results from clinical trials;
| | - | ------------------------------------------------------------------------



| |  | anticipated dates of clinical trial initiation, completion and announcement of trial results by us and our collaborators;
| | - | -------------------------------------------------------------------------------------------------------------------------



| |  | anticipated trial results and regulatory submission dates for our product candidates by us and our collaborators;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | the status and anticipated timing of regulatory review and approval, if any, for our product candidates;
| | - | --------------------------------------------------------------------------------------------------------



| |  | analysis and interpretation of data by regulatory authorities;
| | - | --------------------------------------------------------------



| |  | anticipated operating losses and capital expenditures;
| | - | ------------------------------------------------------



| |  | our intentions regarding the establishment of collaborations;
| | - | -------------------------------------------------------------



| |  | anticipated efforts of our collaborators;
| | - | -----------------------------------------



| |  | estimates of the market opportunity and the commercialization plans for our product candidates, including our plans for the establishment of a sales force;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | our intention to rely on third parties for manufacturing;
| | - | ---------------------------------------------------------



| |  | the scope and duration of intellectual property protection for our products;
| | - | ----------------------------------------------------------------------------



| |  | the scope of third party patent rights;
| | - | ---------------------------------------



| |  | our ability to raise additional capital; and
| | - | --------------------------------------------



| |  | our ability to acquire or in-license products or product candidates.
| | - | --------------------------------------------------------------------



In some cases, you can identify forward-looking statements by terminology such as may, will, should,
could, would, expect, plan, anticipate, believe, estimate, target, goal, continue, or the negative of such terms or other similar
expressions. Factors that might cause or contribute to differences include, but are not limited to, those discussed elsewhere in this Report in Item 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations, (including a subsection thereof entitled Certain Risks Related to our Business) and discussed in our other Securities and Exchange Commission (SEC) filings.



We urge you to carefully review and consider the disclosures found in these
filings, all of which are available in the SEC EDGAR database at www.sec.gov. Given the uncertainties affecting pharmaceutical companies in the development stage, you are cautioned not to place undue reliance on any such forward looking
statements, any of which may turn out to be wrong due to inaccurate assumptions, unknown risks, uncertainties or other factors. We undertake no obligation to (and expressly disclaim any such obligation to) publicly update or revise the statements
made herein or the risk factors that may relate thereto whether as a result of new information, future events or otherwise.



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##### Table of Contents

Company



Overview



We are a development stage biopharmaceutical corporation that was formed in 1993. We specialize in the discovery, development and commercialization of
prescription pain management products. We have a number of small molecule product candidates that are in various stages of development ranging from preclinical studies to advanced stage clinical trials. Our lead product candidate,
Entereg(alvimopan), is designed to selectively block the unwanted effects of opioid
analgesics on the gastrointestinal (GI) tract. Our next product candidate is a sterile lidocaine patch in clinical development for treating postoperative incisional pain. Our other product candidates are analgesics in preclinical development for
treating moderate-to-severe pain conditions.



We have invested
a significant portion of our time and financial resources since our inception in the development of Entereg, and our potential to achieve revenues from product sales in the foreseeable future is dependent largely upon obtaining regulatory approval for and successfully commercializing Entereg, especially in the United States. We have completed four Phase III clinical studies of Enteregfor the management of postoperative ileus (POI), and submitted a New Drug Application
(NDA) for Enteregto the FDA in June 2004. In September 2004, the FDA
accepted our NDA for review, and the FDA Prescription Drug User Fee Act (PDUFA) target action date for completion of FDAs review is ten (10) months from the submission date, or April 25, 2005. There can be no assurance that the FDA
will approve our NDA for Entereg. FDA approval of our NDA is contingent on many factors,
including a favorable review of preclinical and clinical data, as well as information with respect to the manufacture of Entereg. Enteregis also being evaluated in
additional clinical studies, including a substantial Phase III study conducted by Glaxo evaluating Enteregin POI in support of a proposed Marketing Authorization Application (MAA) filing in Europe, results from which are expected to be available by early 2005. Even if Enteregis approved by the FDA, we will not be successful unless Entereggains market acceptance. We may never receive regulatory approval for any of our product candidates, generate product sales
revenues, achieve profitable operations or generate positive cash flows from operations, and even if profitable operations are achieved, these may not be sustained on a continuing basis.



Entereg(alvimopan)



Enteregis being clinically evaluated in both acute and chronic indications.
Our EnteregPOI Phase III program included four studies which have been completed. Three
of these studies (POI 14CL302, POI 14CL308 and POI 14CL313) were double-blind, placebo-controlled multi-center studies, each designed to enroll patients scheduled to undergo certain types of major abdominal surgery and receiving opioids for pain
relief. Under the protocols, patients were randomized into three arms to receive placebo, 6 mg or 12 mg doses of Entereg. The primary endpoint in these three efficacy studies was time to recovery of GI function, a composite measure of the time to recovery of both upper and lower GI function, as defined by time to
tolerability of solid foods, and time to first flatus or first bowel movement, whichever occurred last. The fourth POI clinical study in our Phase III program, POI 14CL306, was a double-blind, placebo-controlled multi-center observational safety
study under which patients were randomized to receive either Entereg12 mg (413
patients) or placebo (106 patients). The four Phase III clinical trials enrolled over 2,100 patients in total.



In April 2003, we announced top-line results of our first POI Phase III clinical study, POI 14CL302. Study POI 14CL302 enrolled 451 patients and was
designed to include large bowel resection patients and radical hysterectomy patients, as well as simple hysterectomy patients (22% of enrolled patients). A statistically significant difference was achieved in the primary endpoint of the study, time
to recovery of GI function, in patients in the Entereg6 mg treatment group compared to
patients in the placebo group (Cox proportional hazard model, hazard ratio = 1.45; P<0.01). A positive trend was observed in the primary endpoint of the study for the Entereg12 mg treatment group; however, the difference from placebo was not statistically significant (Cox proportional hazard model, hazard
ratio = 1.28; P = 0.059). A difference in favor of the Enteregtreatment groups versus
placebo was observed for all secondary endpoints, including time to hospital discharge order written. The most frequently observed adverse events in both the placebo and treatment groups were nausea, vomiting and abdominal distension.



The hazard ratio measures the degree of difference between the study drug
group and the placebo group. A hazard ratio of 1 would indicate no difference between the study drug group and the placebo group in achieving the endpoint. A hazard ratio of 1.5 means that, on the average during the course of the data collection
period, the subjects receiving test drug are 50% more likely to achieve the endpoint. Statistical analyses estimate the probability that a positive effect is actually produced by the drug. This probability is expressed as a P value which
refers to the likelihood that the difference measured between the drug group and the placebo group occurred just by chance. For example, when a P value is reported as P<0.05, the probability that the drug produced an effect by
chance is less than 5%.



In September 2003, we announced
top-line results of our second POI Phase III clinical study, POI 14CL313. Study POI 14CL313 enrolled 510 patients and was designed to include large bowel resection patients, small bowel resection patients and radical hysterectomy patients, and
exclude simple hysterectomy patients. A statistically significant difference was achieved in the



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primary endpoint of the study, time to recovery of GI function, in both the Entereg6 mg and 12 mg treatment groups compared to the placebo group (Cox proportional hazard model; for 6 mg group, hazard ratio
= 1.28; P < 0.05; for 12 mg group, hazard ratio = 1.54; P < 0.01). A difference in favor of Enteregwas observed for all of the secondary endpoints in both the 6 mg and 12 mg treatment groups, including time to hospital discharge order written. The most frequently observed adverse events in both the placebo and treatment groups
were nausea, vomiting and hypotension.



In October 2003, we
announced top-line results of our third POI Phase III clinical study, POI 14CL306, which enrolled 519 patients. This study was designed to assess safety as its primary endpoint, and to assess efficacy as a secondary endpoint and to only enroll
patients scheduled to undergo simple hysterectomy procedures. Study POI 14CL306 was the first study where dosing continued on an out-patient basis after patients were discharged from the hospital. Enteregwas generally well tolerated in this observational safety study with 93% of patients completing treatment in the Entereg12 mg treatment group and 92% of patients completing treatment in the placebo group. The most
frequently observed adverse events in both the placebo and treatment groups were nausea, vomiting and constipation.



In January 2004, we announced top-line results of our fourth POI Phase III clinical study, POI 14CL308. Study POI 14CL308 enrolled 666 patients, and was
designed to include large bowel resection patients, small bowel resection patients and radical hysterectomy patients, as well as simple hysterectomy patients (14% of enrolled patients). A positive trend was observed in the primary endpoint of the
study when each of the Entereg6 mg and 12 mg treatment groups were compared to the
placebo group (Cox proportional hazard model; for 6 mg group, hazard ratio = 1.20, P=0.08; for 12 mg group, hazard ratio = 1.24, P=0.038). Due to the multiple dose comparison to a single placebo group, a P-value of less than 0.025 would be required
in the 12 mg dose group to be considered statistically significant. A difference in favor of Enteregwas observed for all of the secondary endpoints in both the 6 mg and 12 mg treatment groups, including time to hospital discharge order written. The most frequently observed adverse events in both the placebo and treatment groups
were nausea, vomiting and pruritis.



We submitted an NDA for
Enteregin June 2004 for use of Enteregin POI. In September 2004, the FDA accepted our NDA for review, and established a PDUFA target action date of April 25, 2005 for
completion of their review. There can be no assurance that Enteregwill receive FDA
approval.



In April 2002, we entered into a collaboration
agreement with Glaxo for the exclusive worldwide development and commercialization of Enteregfor certain indications. The companies have agreed to co-develop Enteregfor a number of indications, both acute and chronic, which would potentially involve the use of Enteregin in-patient and out-patient settings. Under the terms of the collaboration agreement, Glaxo paid us a non-refundable and non-creditable signing fee of $50.0 million during the quarter ended June 30,
2002. Additionally, in the third quarter of 2004, we recognized $10.0 million in revenue under this agreement relating to achieving the milestone of acceptance for review of our NDA by the FDA.We may receive additional milestone payments of up to
$210.0 million over the remaining term of the agreement upon the successful achievement, if any, of certain clinical and regulatory objectives.



Under the terms of the collaboration agreement, Glaxo has overall responsibility for the development of Enteregin chronic indications. Glaxo is conducting two Phase IIb studies studying the use of Enteregfor the reversal of severe constipating effects associated with the chronic use of opioids, as well
as an early stage study evaluating Enteregin chronic constipation. Outside the United
States, Glaxo has responsibility for the development of Enteregfor all indications.
Glaxo has conducted a substantial Phase III study evaluating Enteregin POI in support
of a proposed MAA filing in Europe. This study is designed with similar endpoints to the POI studies conducted by Adolor in the United States, and the primary analysis group in the study is the bowel resection patient group. Results from this study
are expected to be available by early 2005.



In
Licensing/Research



We believe there are opportunities to
expand our product portfolio by the acquisition or in-licensing of products and/or product development candidates, and intend to explore and evaluate such opportunities.



In July 2003, we entered into an agreement with EpiCept Corporation (EpiCept), under which we obtained exclusive
rights to develop and commercialize in North America a sterile lidocaine patch, which is being developed for the management of postoperative incisional pain. We made a $2.5 million payment to EpiCept upon execution of the agreement and may make up
to $20.0 million in additional development milestone payments if certain clinical and regulatory achievements are reached.



We maintain a research effort directed at the discovery of compounds that elicit potential analgesic effects by targeting peripheral and central opioid
receptors, including the delta, kappa and mu receptors. Additionally, we are exploring the development of an analgesic product candidate that would be a combination of Enteregand an opioid. This combination is intended to produce the pain relief of an opioid while reducing side effects, such as
constipation, nausea and vomiting.



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##### Table of Contents

License Agreements



In November 1996, Roberts Laboratories Inc. (Roberts) licensed from Eli Lilly certain intellectual property
rights relating to Entereg. In June 1998, we entered into an Option and License
Agreement with Roberts under which we licensed from Roberts the rights Roberts had licensed from Eli Lilly for Entereg. We have made license and milestone payments under this agreement totaling $1.6 million. If Enteregreceives regulatory approval, we are obligated to make a milestone payment of $900,000 under this agreement, as well as royalties on
commercial sales of Entereg. Our license to Enteregexpires on the later of either the life of the last to expire of the licensed Eli Lilly patents or fifteen years from
November 5, 1996, following which we will have a fully paid up license.



In August 2002, we expanded our intellectual property rights related to Enteregby entering into a separate exclusive license agreement with Eli Lilly under which we obtained an exclusive license to six issued U.S. patents and related foreign equivalents and know-how relating to peripherally selective opioid antagonists. We
paid Eli Lilly $4.0 million upon signing the agreement and are subject to additional clinical and regulatory milestone payments and royalty payments to Eli Lilly on sales, if any, of new products utilizing the licensed technology. Under this license
agreement, we also agreed to pay Eli Lilly $4.0 million upon acceptance for review of our NDA by the FDA, which payment was made in the third quarter of 2004.



Commercialization



We have a small manufacturing organization to manage our relationships with third parties for the manufacture and supply of products for preclinical,
clinical and commercial purposes. We maintain commercial supply agreements with certain of these third party manufacturers. We presently do not maintain our own manufacturing facilities.



We have a small marketing organization to support our development efforts. We plan to build a field force in the United
States to co-promote Enteregalong with Glaxo in hospital-care settings, if regulatory
approval is received. In June 2004 we entered into a Distribution Agreement with Glaxo under which Glaxo will perform certain distribution and contracting services on our behalf for a fee. Outside of the United States we intend to rely on Glaxo for
sales and marketing of Entereg, and expect to supply Glaxo with bulk capsules for sale
under a supply agreement we entered into with Glaxo in September 2004. As we develop additional product candidates we may enter into strategic marketing or co-promotion agreements with, and grant additional licenses to, pharmaceutical companies to
gain access to additional markets both domestically and internationally.



Financial



Currently,
our revenues are derived from our collaboration agreement with Glaxo. We have not generated any product sales revenues, have incurred operating losses since inception and have not achieved profitable operations. Our deficit accumulated during the
development stage through September 30, 2004 aggregated approximately $238.4 million, and we expect to continue to incur substantial losses in future periods. We are highly dependent on the success of our research, development and licensing efforts
and, ultimately, upon regulatory approval and market acceptance of our proposed future products under development, particularly our lead product candidate, Entereg. We may never receive regulatory approval for any of our product candidates, generate product sales revenues, achieve profitable
operations or generate positive cash flows from operations, and even if profitable operations are achieved, these may not be sustained on a continuing basis. Prior to exhausting our current cash, cash equivalents and short term investments, we will
need to raise additional funds to finance our operating activities. There are no assurances that we will be successful in obtaining an adequate level of financing for the long-term development and commercialization of our product candidates.



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##### Table of Contents

Collaboration Agreement with Glaxo



In April 2002, we entered into a collaboration agreement with Glaxo for the exclusive worldwide development and
commercialization of Enteregfor certain indications. Under the terms of the
collaboration agreement, Glaxo paid us a non-refundable and non-creditable signing fee of $50.0 million during the quarter ended June 30, 2002. The $50.0 million signing fee is reflected in deferred licensing fees and is expected to be recognized on
a straight-line basis through April 2014, the estimated performance period under the collaboration agreement. We recognized revenue of approximately $1.0 million and $3.1 million, respectively, in the three and nine months ended September 30, 2004
related thereto. In the third quarter of 2004, upon acceptance for review of our NDA by the FDA, and under the terms of the collaboration agreement, we recognized $10.0 million in milestone revenue. We may receive additional milestone payments of up
to $210.0 million over the remaining term of the agreement upon the successful achievement, if any, of certain clinical and regulatory objectives. The milestone payments relate to substantive achievements in the development lifecycle and it is
anticipated that these will be recognized as revenue if and when the milestones are achieved.



We and Glaxo have agreed to develop Enteregfor a number
of acute and chronic indications which would potentially involve the use of Enteregin
in-patient and out-patient settings. In the United States, we and Glaxo intend to co-develop and intend to co-promote Enteregand share development expenses and commercial returns, if any, pursuant to contractually agreed percentages. We have overall responsibility for development activities for acute care indications such
as POI, and Glaxo has overall responsibility for development activities for chronic care indications such as opioid bowel dysfunction (OBD). Outside the United States, Glaxo will be responsible for the development and commercialization
of Enteregfor all indications, and we will receive royalties on sales revenues, if any.



In June 2004 we entered into a Distribution Agreement with
Glaxo under which Glaxo will perform certain distribution and contracting services on our behalf for a fee. Outside of the United States we intend to rely on Glaxo for sales and marketing of Entereg, and expect to supply Glaxo with bulk capsules for sale under a supply agreement we entered into with Glaxo in September 2004.



Glaxo has certain rights to terminate the collaboration
agreement. Glaxo also has the right to terminate its rights and obligations with respect to the acute-care indications, or its rights and obligations for the chronic-care indications. Glaxo has the right to terminate the collaboration agreement for
breach of the agreement by us or for safety related reasons as defined in the collaboration agreement. Glaxos rights to terminate the acute-care indications or the chronic-care indications are generally triggered by failure to achieve certain
milestones within certain timeframes, adverse product developments or adverse regulatory events. If Glaxo exercises its termination rights under the collaboration agreement, we may not be able to find a new collaborator to replace Glaxo, and our
business will be adversely affected.



External expenses for
research and development and marketing activities incurred by each company in the United States are reimbursed by the other party pursuant to contractually agreed percentages. Contract reimbursement amounts owed to us by Glaxo are recorded gross on
our consolidated statements of operations as contract reimbursement revenue. Amounts reimbursable to Glaxo by us are recorded as research and development or marketing expense, as appropriate, on our consolidated statements of operations.



We recorded contract reimbursement revenue of approximately $2.7 million
and $8.0 million, respectively, in the three and nine months ended September 30, 2004 under the Glaxo arrangement. These revenues represent reimbursement of expenses incurred by us primarily in our POI development program. Additionally, we recorded
research and development and marketing expenses of approximately $2.5 million and $4.6 million, respectively, in the three and nine months ended September 30, 2004, representing reimbursement by us to Glaxo of expenses incurred by Glaxo.



Liquidity and Capital Resources



We have experienced negative operating cash flows since our inception, and
have funded our operations primarily from the proceeds received from the sale of our equity securities, as well as from contract revenues. Cash, cash equivalents and short-term investments were approximately $164.1 million at September 30, 2004, and
approximately $210.2 million at December 31, 2003, representing 88.1% and 93.6% of our total assets, respectively. We invest excess cash in investment-grade fixed income securities, including United States Treasury obligations and corporate
securities.



We believe that our current cash, cash equivalents
and short-term investments are adequate to fund operations into 2007 based upon our expectations of the level of research and development, marketing and administrative activities necessary to achieve our strategic objectives.



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The following is a summary of selected cash flow information for the nine months ended September 30, 2004
and 2003:



|                                          |  |                                |             |   |      |   |             |  
|----------------------------------------- |  | ------------------------------ | ----------- | - | ---- | - | ----------- | -
|                                          |  | Nine Months EndedSeptember 30, |            
|                                          |  | 2004                           |             |   | 2003 |  
|Net loss                                  |  | $                              | (32,002,212 | ) |      | $ | (36,658,904 | )
|Adjustments for non-cash operating items  |  |                                | 2,835,156   |   |      |   | 3,296,026   |  
|                                          |  |                                |             |   |      |   |             |  
|Net cash operating loss                   |  |                                | (29,167,056 | ) |      |   | (33,362,878 | )
|Net change in assets and liabilities      |  |                                | (16,019,253 | ) |      |   | (1,515,909  | )
|                                          |  |                                |             |   |      |   |             |  
|Net cash used in operating activities     |  | $                              | (45,186,309 | ) |      | $ | (34,878,787 | )
|                                          |  |                                |             |   |      |   |             |  
|Net cash provided by investing activities |  | $                              | 51,257,055  |   |      | $ | 5,842,984   |  
|                                          |  |                                |             |   |      |   |             |  
|Net cash provided by financing activities |  | $                              | 1,018,753   |   |      | $ | 743,333     |  
|                                          |  |                                |             |   |      |   |             |  



Net Cash Used in
Operating Activities and Operating Cash Flow Requirements Outlook



Net operating cash outflows for the nine months ended September 30, 2004 have resulted primarily from research and development expenditures associated with our product candidates, including licensing fees, clinical development and
manufacturing costs for Entereg, and from the compensation of our employees. These
outflows were partially offset by cost reimbursement amounts received from Glaxo.



We expect to continue to use cash resources to fund operating losses. We expect that our operating losses in future quarters will increase as a result of decreased contract revenues, and continued research and
development expenses, as well as increased manufacturing efforts and other costs incurred in preparation for the potential commercialization of Entereg. We expect that as Glaxo incurs increasing expenses related to the OBD program in the United States, we will incur substantial
expenses relating to reimbursements owed to Glaxo. Further, we may in-license or acquire product candidates which will require additional cash outlays.



The $10.0 million milestone payment owed from Glaxo, which was recorded in accounts receivable at September 30, 2004, was received from Glaxo in October
2004.



Net Cash Provided By Investing Activities and
Investing Requirements Outlook



Cash provided by investing
activities for the nine months ended September 30, 2004 relates primarily to maturities of investments, partially offset by expenditures for laboratory equipment and information technology to support our research and development activities.



Operations are expected to continue to be funded through the
maturities of investments in our portfolio. We expect to continue to require investments in information technology, laboratory and office equipment to support our research and development activities, and potential commercialization activities.



Net Cash Provided By Financing Activities and Financing
Requirements Outlook



Cash provided by financing
activities for the nine months ended September 30, 2004 relates primarily to proceeds from the exercise of stock options.



We may never receive regulatory approval for any of our product candidates, generate product sales revenues, achieve profitable operations or generate
positive cash flows from operations, and even if profitable operations are achieved, these may not be sustained on a continuing basis. We expect to continue to use our cash and investments resources to fund operating and investing activities. We
believe that our existing cash, cash equivalents and short-term investments of approximately $164.1 million as of September 30, 2004 will be sufficient to fund operations into 2007. Prior to exhausting our current cash reserves, we will need to
raise additional funds to finance our operating activities. If we do not raise additional cash, we may be required to curtail or limit certain marketing support and research and development activities. A curtailment of certain activities would delay
or possibly prevent development of certain of our products. We may seek to obtain additional funds through equity or debt financings or strategic alliances with third parties. These financings could result in substantial dilution to the holders of
our common stock. Any such required financing may not be available in amounts or on terms acceptable to us.



Results of Operations



This section should be read in conjunction with the more detailed discussion under Liquidity and Capital Resources.



Contract revenues. Our contract revenues were approximately $13.8 million and $4.8 million for the three months ended September 30, 2004 and 2003,
respectively, and were approximately $21.1 million and $16.6 million for the nine months ended September 30, 2004 and 2003, respectively. These increases in revenue in 2004 compared to 2003 relate principally to a $10.0 million milestone payment
from Glaxo recognized in the third quarter of 2004 relating to FDAs acceptance for review of our NDA, partially offset by a decrease in expenses incurred and reimbursed pursuant to our collaboration agreement.



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Research and development expenses.Research and development expenses increased to approximately
$16.7 million for the three months ended September 30, 2004 from approximately $14.6 million for the three months ended September 30, 2003. This increase in 2004 is principally related to an increase in license fee expense of $4.5 million relating
to Entereg, and increased manufacturing development expenses, partially offset by a
decrease in expenditures associated with our EnteregPhase III clinical trial program
and other license fee expense. Research and development expenses for the nine months ended September 30, 2004 decreased to approximately $38.1 million from approximately $43.2 million for the nine months ended September 30, 2003. This decrease in
2004 is principally related to a decrease in expenditures associated with our EnteregPhase III clinical trial program, offset partially by increased license fee expense.



Our research and development expenses can be identified as internal or external expenses. Internal expenses include expenses such as personnel, laboratory
operating and overhead related expenses. Internal research and development expenses totaled approximately $5.4 million and $5.0 million in the three months ended September 30, 2004 and 2003, respectively, and approximately $16.0 million and $15.6
million in the nine months ended September 30, 2004 and 2003, respectively. These internal research and development expenses are largely related to our Enteregdevelopment efforts. External expenses include license fees expense and expenses incurred with clinical research organizations,
contract manufacturers, and other third party vendors and can be allocated to significant research and development programs as follows:



|                      |  |                                 |            |                                |   |           |  |      |            |  |   |           
|--------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | --------- |  | ---- | ---------- |  | - | ----------
|                      |  | Three months endedSeptember 30, |            | Nine months endedSeptember 30,
|                      |  | 2004                            |            | 2003                           |   | 2004      |  | 2003
|Entereg Program      |  | $                               | 10,114,230 |                                | $ | 6,693,731 |  | $    | 19,210,119 |  | $ | 23,066,060
|Sterile Patch Program |  |                                 | 678,274    |                                |   | 2,514,740 |  |      | 1,606,981  |  |   | 2,514,740 
|Other Programs        |  |                                 | 454,729    |                                |   | 297,317   |  |      | 1,260,114  |  |   | 2,091,990 
|                      |  |                                 |            |                                |   |           |  |      |            |  |   |           
|Total                 |  | $                               | 11,247,233 |                                | $ | 9,505,788 |  | $    | 22,077,214 |  | $ | 27,672,790
|                      |  |                                 |            |                                |   |           |  |      |            |  |   |           



There are significant
risks and uncertainties inherent in the preclinical and clinical studies associated with each of our research and development programs. These studies may yield varying results that could delay, limit or prevent a programs advancement through
the various stages of product development, and significantly impact the costs to be incurred, and time involved, in bringing a program to completion. As a result, the cost to complete such programs, as well as the period in which net cash inflows
from such programs are expected to commence, are not reasonably estimable.



Marketing, general and administrative expenses. Our marketing, general and administrative expenses increased to approximately $6.4 million for the three months ended September 30, 2004 from approximately $4.7
million in the three months ended September 30, 2003, and to approximately $16.9 million for the nine months ended September 30, 2004 from approximately $12.0 million in the nine months ended September 30, 2003. These increases in 2004 are
principally related to increased marketing related expenses, personnel expenses, and professional fees.



Other income (expense). Our other income increased to approximately $0.6 million for the three months ended September 30, 2004 from approximately
$0.5 million for the same period in 2003 as a result of an increased investment balance, offset by lower interest rates. Our other income decreased to approximately $1.8 million for the nine months ended September 30, 2004 from approximately $2.0
million for the same period in 2003 principally as a result of losses realized on the sale of certain securities.



Net Loss Outlook



We have not generated any product sales revenues, have incurred operating losses since inception and have not achieved profitable operations. Our deficit
accumulated during the development stage through September 30, 2004 aggregated approximately $238.4 million, and we expect to continue to incur substantial losses in future periods. We are highly dependent on the success of our research, development
and licensing efforts and, ultimately, upon regulatory approval and market acceptance of our products under development, particularly our lead product candidate, Entereg. We may never receive regulatory approval for any of our product candidates, generate product sales revenues, achieve profitable
operations or generate positive cash flows from operations, and even if profitable operations are achieved, these may not be sustained on a continuing basis.



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Certain Risks Related to Our Business



As further described herein, our performance and financial results are subject to risks and uncertainties including, but not limited to, the following specific risks:



We are highly dependent on achieving success in the clinical testing, regulatory approval and commercialization of our
lead product candidate, EnteregTM, which may never be approved for commercial use.



We
have invested a significant portion of our time and financial resources since our inception in the development of Entereg, and our potential to achieve revenues from product sales in the foreseeable future is dependent upon obtaining regulatory approval for and successfully commercializing Entereg, especially in the United States. Prior to commercialization of Enteregin the United States, the FDA would have to approve our NDA for Entereg. There is no assurance that the FDA will approve Enteregin the United States, or that approval of Enteregin any country outside of the United States will be obtained. Drug development is a highly uncertain process. We or Glaxo, with whom
we are collaborating to develop Entereg, may suffer significant setbacks in advanced
clinical trials of Entereg, even after achieving potentially promising results in
earlier clinical trials.



Certain results from our
clinical trials show that the differences between our product candidates and placebos are not statistically significant.



Our EnteregPOI Phase III program consists of four studies, POI 14CL302, POI 14CL313, POI 14CL308 and POI 14CL306. In study POI 14CL302, the difference from placebo in the Entereg12 mg treatment group was not statistically significant. In study POI 14CL308, the difference from placebo was not statistically
significant in either the Entereg6 mg or the 12 mg treatment groups. Even though the
P-value for the 12mg dose group of study POI 14CL308 was below 0.05, it is not considered formally statistically significant because of the multiple dose comparison. In studies involving multiple dose comparisons, statisticians control the overall
study error rate (i.e. the likelihood that the drug response occurred by chance) by requiring that each of the multiple dose comparisons meet a P-value of P < 0.05 to show statistical significance. In the event that one of the dose comparisons in
any of these POI Phase III studies does not reach a significance level of P < 0.05, the other dose comparison in that study needs to reach a significance level of P < 0.025 to be considered statistically significant.



These results may make it more difficult to achieve regulatory approval of
Entereg.



Even if we conclude that the results from our preclinical studies and clinical trials of Enteregare positive, the FDA may not agree with us.



While we believe the results of studies POI 14CL302, POI 14CL313, POI
14CL306 and POI 14CL308 support our goal of obtaining approval for Enteregin the United
States, there can be no assurance that the FDA will concur with that assessment. The FDA may evaluate the results by different methods or conclude that the clinical trial results are not statistically significant or clinically meaningful, or that
there were human errors in the conduct of the clinical trials or otherwise. Even if we believe we have met the FDA guidelines for submission of data and information to the NDA, there is a risk that the FDA will require additional data and
information that may require additional time to accumulate, or that we are unable to provide.



While the FDA has designated Enteregas a Fast Track
product, such designation does not increase the likelihood of approval of our NDA. Additionally, there can be no assurance that the PDUFA target action date of April 25, 2005 for completion of review of our NDA will be met.



Unfavorable results or adverse safety findings from any clinical study
will adversely affect our ability to obtain regulatory approval for Entereg.



We and Glaxo expect to continue to clinically
evaluate Enteregin both acute and chronic conditions. Glaxo has conducted a substantial
Phase III clinical study evaluating Enteregin POI in support of a proposed MAA filing
in Europe, results from which are expected to be available by early 2005, and Glaxo is also conducting additional studies in chronic indications. We are conducting, or planning to conduct, additional studies in the United States of
Entereg. Unfavorable results in Glaxos Phase III clinical study or any other
studies may adversely affect our ability to obtain FDA approval of our NDA, or other regulatory approval or market acceptance for Entereg.



The most
frequent adverse events in both the placebo and treatment groups in study POI 14CL302 were nausea, vomiting and abdominal dystension. The most frequent adverse events in both the placebo and treatment groups in study POI 14CL313 were nausea,
vomiting and hypotension. The most frequent adverse events in both the placebo and treatment groups in study POI 14CL306 were nausea, vomiting and constipation. The most frequent adverse events in both the placebo and treatment groups in study POI
14CL308 were nausea, vomiting and pruritis.



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Additional clinical trials of Entereg, conducted by us or our collaborator, Glaxo, could produce undesirable or unintended side effects that have not been evident in our
clinical trials conducted to date. In addition, in patients who take multiple medications, drug interactions with Enteregcould occur that can be difficult to predict. Our Enteregclinical trials are testing whether Enteregis able to
selectively block the effects of narcotic analgesics in the GI tract, and they are subject to the risk that the use of Enteregwith narcotic analgesics may result in unexpected toxicity, or increase the side effects associated with the individual products to an unacceptable level, or interfere with the efficacy of the
narcotic analgesic. In addition, assessing clinical trial results of Enteregin
combination with narcotic analgesics may add to the complexity of interpreting the study results. These events, among others, may make it more difficult for us to obtain regulatory approval for Entereg.



If we are unable to commercialize Entereg, our ability to generate revenues will be impaired and our business will be harmed.



We have not yet commercialized any products, and we may never be able to do so. If our NDA for Enteregis not approved by the FDA, or if approval is delayed, our ability to achieve revenues from product sales will be impaired and our
stock price will be materially and adversely affected. FDA approval is contingent on many factors, including clinical trial results and the evaluation of those results. Even if Enteregis approved by the FDA for marketing, we will not be successful unless Entereggains market acceptance. The degree of market acceptance of Enteregwill depend on a number of factors, including:



| |  | the breadth of the indication for which Enteregmay receive approval;
| | - | ---------------------------------------------------------------------



| |  | the establishment and demonstration in the medical community of the safety and clinical efficacy of Enteregand its potential advantages over competitive products; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | pricing and reimbursement policies of government and third-party payors, such as insurance companies, health maintenance organizations and other plan administrators.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



Physicians, patients, payors or the medical
community in general may be unwilling to accept, utilize or recommend Entereg.



We may not be able to successfully develop
Enteregfor use in treating chronic opioid bowel dysfunction
(OBD).



We have completed several clinical studies evaluating the use of Enteregfor the reversal of the severe constipating effects associated with chronic use of opioids. The overall responsibility for the
development of Enteregin chronic indications is now carried on by Glaxo. The long-term
animal toxicity studies necessary to support further development of Enteregin OBD are
on-going. Adverse safety findings in these long-term animal toxicity studies could adversely affect our prospects for Entereg, including its prospects for use in POI. Results from the clinical studies conducted to date in OBD are not necessarily indicative of the results that may be obtained in further OBD studies, or in the
on-going clinical studies in the POI indication. Additional studies for chronic OBD investigating longer duration of patient exposure and different dosing strategies are ongoing and must be successfully completed prior to initiating the pivotal
clinical studies required before any NDA could be filed for use of Enteregin OBD.



Patients may discontinue their participation in
our clinical studies, which may negatively impact the results of these studies, and extend the timeline for completion of our development programs.



The time required to complete clinical trials is dependent upon, among other factors, the rate of patient enrollment.
Patient enrollment is a function of many factors, including:



| |  | the size of the patient population;
| | - | -----------------------------------



| |  | the nature of the clinical protocol requirements;
| | - | -------------------------------------------------



| |  | the diversion of patients to other trials or marketed therapies;
| | - | ----------------------------------------------------------------



| |  | our ability to recruit and manage clinical centers and associated trials;
| | - | -------------------------------------------------------------------------



| |  | the proximity of patients to clinical sites; and
| | - | ------------------------------------------------



| |  | the patient eligibility criteria for the study.
| | - | -----------------------------------------------



We are subject to the risk that patients enrolled in our clinical studies may discontinue their participation at any time during the study as a result of
a number of factors, including, withdrawing their consent or experiencing adverse clinical events which may or may not be related to our product candidates under evaluation. We are subject to the risk that if a large number of patients in any one of
our studies discontinue their participation in the study, the results from that study may not be positive or may not support an NDA for regulatory approval of our product candidates.



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In clinical study POI 14CL302, discontinuation rates were 21%, 16% and 27% in the placebo group, 6 mg
dose group and 12 mg dose group, respectively. This resulted in fewer efficacy evaluable patients in the placebo and 12 mg treatment groups compared to the 6 mg treatment group. Following the analysis of study POI 14CL302, we increased enrollment in
studies POI 14CL313 and POI 14CL308, with the objective of potentially increasing the number of efficacy evaluable patients in each dose group in our ongoing studies. In study POI 14CL313 discontinuation rates were 30%, 23% and 19% in the placebo, 6
mg and 12 mg dose groups, respectively. In study POI 14CL308 discontinuation rates were 13%, 14% and 14% in the placebo, 6 mg and 12 mg treatment groups, respectively.



We may suffer significant setbacks in advanced clinical trials, even after promising results in earlier
trials.



Product candidates that appear to be
promising at earlier stages of development may not reach the market or be marketed successfully for a number of reasons, including, but not limited to, the following:



| |  | researchers may find during later preclinical testing or clinical trials that the product candidate is ineffective or has harmful side effects;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  | the number and types of patients available for extensive clinical trials may vary;
| | - | ----------------------------------------------------------------------------------



| |  | new information about the mechanisms by which a drug candidate works may adversely affect its development;
| | - | ----------------------------------------------------------------------------------------------------------



| |  | one or more competing products may be approved for the same or a similar disease condition, raising the hurdles to approval of the product candidate;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the product candidate may fail to receive necessary regulatory approval or clearance; or
| | - | ----------------------------------------------------------------------------------------



| |  | competitors may market equivalent or superior products.
| | - | -------------------------------------------------------



Our stock price may be volatile, and your investment in our stock could decline in value.



The market price for our common stock has been highly volatile and may
continue to be highly volatile in the future. For example, in the calendar year ended December 31, 2003, the closing price of our common stock reached a low of $9.55 per share in March 2003 and a high of $21.75 per share in December 2003. During the
first nine months of 2004, the closing price of our common stock was $8.88 per share at its low point in August 2004 and $22.24 per share at its high point in January 2004.



The market price for our common stock is highly dependent on the success of our product development efforts, and in
particular, clinical trial results, and regulatory review results.



The following additional factors may have a significant impact on the market price of our common stock:



| |  | developments concerning our collaborations, including our collaboration with Glaxo;
| | - | -----------------------------------------------------------------------------------



| |  | announcements of technological innovations or new commercial products by our competitors or us;
| | - | -----------------------------------------------------------------------------------------------



| |  | developments concerning proprietary rights, including patents;
| | - | --------------------------------------------------------------



| |  | publicity regarding actual or potential medical results relating to products under development by our competitors or us;
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | regulatory developments in the United States and foreign countries;
| | - | -------------------------------------------------------------------



| |  | litigation;
| | - | -----------



| |  | economic and other external factors or other disasters or crises;
| | - | -----------------------------------------------------------------



| |  | period-to-period fluctuations in our financial results; and
| | - | -----------------------------------------------------------



| |  | the general performance of the equity markets and in particular, the biopharmaceutical sector of the equity markets.
| | - | --------------------------------------------------------------------------------------------------------------------



Following periods of volatility and decline in the market price of a
particular companys securities, securities class action litigation has often been brought against that company.



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We have been named in a purported class action lawsuit and related derivative
lawsuits.



On April 21, 2004, a lawsuit was
filed in the United States District Court for the Eastern District of Pennsylvania against us, one of our directors and certain of our officers seeking unspecified damages on behalf of a putative class of persons who purchased our common stock
between September 23, 2003 and January 14, 2004. The complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act), Rule 10b-5 under the Exchange Act and Section 20(a) of the Exchange Act in
connection with the announcement of the results of certain studies in our Phase III clinical trials for Entereg, which allegedly had the effect of artificially inflating the price of our common stock. Three additional complaints asserting similar claims were filed shortly after the initial complaint. These actions have been
consolidated for filing purposes under the caption: In re Adolor Corporation Securities Litigation,No. 2:04-cv-01728. Two parties have separately moved to be appointed as Lead Plaintiff and to consolidate the actions for purposes of trial.
One of those motions has subsequently been withdrawn. Once the district court issues an order appointing Lead Plaintiff, the Company anticipates that the appointed Lead Plaintiff will file a consolidated amended complaint to which the Company must
respond sixty days later. The Company believes that the allegations are without merit and intends to vigorously defend the litigation.



On August 2, 2004, two shareholder derivative lawsuits were filed in the United States District Court for the Eastern District of Pennsylvania,
purportedly on our behalf, against our directors and certain of our officers seeking unspecified damages for various alleged breaches of fiduciary duty and waste. The allegations are similar to those set forth in the class action complaints,
involving the announcement of the results of certain studies in our Phase III clinical trials for Entereg. The Derivative Plaintiff has indicated that it intends to file an amended Complaint. Pursuant to the Courts order dated October 13, 2004, Plaintiffs have 30 days to file an
amended complaint and we will then have 30 days to respond. We currently intend to challenge the standing of the Derivative Plaintiff to file the derivative litigation on its behalf.



We may become involved in additional litigation of this type in the future. Litigation of this type is often extremely
expensive, highly uncertain and diverts managements attention and resources.



If we continue to incur operating losses for a period longer than anticipated, we may be unable to continue our operations.



We believe our existing cash, cash equivalents and short-term investments as of September 30, 2004 of approximately $164.1
million will be sufficient to fund operations into 2007. We have generated operating losses since we began operations in November 1994. We expect to continue to generate such losses and will need additional funds that may not be available in the
future. We have no products that have generated any sales revenue, and as of September 30, 2004, we have incurred a cumulative net loss of approximately $238.4 million. During the calendar years ended December 31, 2003 and 2002, we incurred
operating losses of approximately $53.6 million and $65.0 million, respectively, and net losses of approximately $51.2 million and $60.5 million, respectively. During the nine month period ended September 30, 2004 we incurred operating losses of
approximately $33.8 million and net losses of approximately $32.0 million. Even if we succeed in securing regulatory approval of Entereg, we expect to incur substantial losses for at least the next several years and expect that these losses will increase as we expand our research and development and sales and marketing activities. If
we fail to obtain the capital necessary to fund our operations, we will be forced to curtail our operations and we will be unable to develop products successfully. We do not know whether additional financing will be available when needed, or that,
if available, we will obtain financing on terms favorable to our stockholders or to us. If adequate funds are not available on acceptable terms, our ability to fund our operations, products or technologies or otherwise respond to competitive
pressures could be significantly delayed or limited, and we may have to reduce or cease our operations. If additional funds become available there can be no assurance that we can predict the time and costs required to complete development programs
or that we will not substantially exceed our budgets.



We are dependent on our collaborators to perform their obligations under our collaboration agreements.



In April 2002, we and Glaxo entered into a collaboration agreement for the exclusive worldwide development and commercialization of Enteregfor certain indications. We and Glaxo agreed to develop Enteregfor a number of indications, both acute and chronic, which would potentially involve the use of Enteregin in-patient and out-patient settings. In the United States, we have the right to co-develop and
co-promote Enteregwith Glaxo, and share development expenses and commercial returns, if
any, pursuant to contractually agreed percentages. We have overall responsibility for the development of acute care indications such as POI, and Glaxo has overall responsibility for the development of chronic-care indications such as OBD. We and
Glaxo are required to use commercially reasonable efforts to develop the indications for which we and they are respectively responsible. We and Glaxo have established numerous joint committees to collaborate in the development of Entereg. These committees meet at regularly scheduled intervals. We depend on Glaxo to provide us with
substantial assistance and expertise in the development of Entereg. Any failure of Glaxo
to perform its obligations under our agreement could negatively impact our product candidate, Entereg, and could lead to our loss of potential revenues from product sales and milestones that may



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otherwise become due under our collaboration agreement and would delay our achievement, if any, of profitability. Glaxo
has extensive experience in the successful commercialization of product candidates which would be difficult for us to replace if the collaboration agreement was not in place. In the near term, our success will largely depend upon the success of our
collaboration with Glaxo to further develop Enteregand our success in obtaining
regulatory approval to commercialize Entereg.



The term of the collaboration agreement varies depending on the indication
and the territory. The term of the collaboration agreement for the POI indication in the United States is ten years from the first commercial sale of Enteregin that indication, if any. Generally, the term for the OBD indication in the United States is fifteen years from the first
commercial sale of Enteregin that indication, if any. In the rest of the world, the
term is generally fifteen years from the first commercial sale of Entereg, if any, on a
country-by-country and indication-by-indication basis.



Glaxo
has certain rights to terminate the collaboration agreement. Glaxo also has the right to terminate its rights and obligations with respect to the acute-care indications, or its rights and obligations for the chronic-care indications. Glaxo has the
right to terminate the collaboration agreement for breach of the agreement by us or for safety related reasons as defined in the collaboration agreement. Glaxos rights to terminate the acute-care indications or the chronic-care indications are
generally triggered by failure to achieve certain milestones within certain timeframes, adverse product developments or adverse regulatory events. If Glaxo terminates the collaboration agreement, we may not be able to find a new collaborator to
replace Glaxo, and our business will be adversely affected.



Our corporate collaborators, including Glaxo, may determine not to proceed with one or more of our drug discovery and development programs. If one or more of our corporate collaborators reduces or terminates funding, we will have to devote
additional internal resources to product development or scale back or terminate some development programs or seek alternative corporate collaborators.



We have limited commercial manufacturing capability and expertise. If we are unable to contract with third parties to manufacture our
products in sufficient quantities, at an acceptable cost and in compliance with regulatory requirements, we may be unable to obtain regulatory approvals, or to meet demand for our products.



Completion of our clinical trials and commercialization of our product
candidates require access to, or development of, facilities to manufacture a sufficient supply of our product candidates. We have depended and expect to continue to depend on third parties for the manufacture of our product candidates for
preclinical, clinical and commercial purposes. We may not be able to contract for the manufacture of sufficient quantities of the products we develop, or even to meet our needs for pre-clinical or clinical development. Our products may be in
competition with other products for access to facilities of third parties and suitable alternatives may be unavailable. Consequently, our products may be subject to delays in manufacture if outside contractors give other products greater priority
than our products. It is difficult and expensive to change contract manufacturers for pharmaceutical products, particularly when the products are under regulatory review in an NDA process. Our dependence upon others for the manufacture of our
products may adversely affect our future profit margin and our ability to commercialize products, if any are approved, on a timely and competitive basis.



To receive regulatory approval for Entereg, our contract manufacturers will be required to obtain approval for their manufacturing facilities to manufacture Entereg, and there is a risk that such approval may not be obtained. We are required to submit, in an NDA, information and data regarding
chemistry, manufacturing and controls which satisfies the FDA that our contract manufacturers are able to make Enteregin accordance with current Good Manufacturing Practices (cGMPs). Under cGMPs, we and our manufacturers will be required to manufacture our products and maintain records in a prescribed
manner with respect to manufacturing, testing and quality control activities. We are dependent on our third party manufacturers to comply with these regulations in the manufacture of our products and these parties may have difficulties complying
with cGMPs. The failure of any third party manufacturer to comply with applicable government regulations could substantially harm and delay or prevent regulatory approval and marketing of Entereg.



We maintain a relationship with Torcan Chemical Ltd. for the supply of the active pharmaceutical ingredient (API) in Entereg. We also maintain a relationship with Girindus AG as an additional supplier of API for
Entereg. We maintain a relationship with Pharmaceutics International Inc. for the supply
of Enteregfinished capsules, and a relationship with Sharp Corporation for the
packaging of Enteregfinished capsules. We also rely upon these parties for the
performance of scale-up and other development activities, and for the maintenance and testing of product pursuant to applicable stability programs.



Clinical trials in our Phase III Enteregprogram use drug product incorporating active pharmaceutical ingredient manufactured by two different contract manufacturing facilities, one of which is no longer in business. Our efforts to obtain
regulatory approval for Enteregmay be impaired as a result of using material from two
different contract manufacturing facilities.



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We also expect to depend on third parties to manufacture product candidates we may acquire or in-license,
including the sterile patch product we in-licensed from EpiCept. We have no experience in manufacturing sterile patch products and will need to develop our own internal capabilities and external relationships in that regard.



If we are unable to develop sales, marketing and distribution
capabilities or enter into agreements with third parties to perform these functions, we will not be able to commercialize products.



We currently have no sales or distribution capability and limited marketing capabilities. In order to commercialize products, if any are approved, we must
internally develop sales, marketing and distribution capabilities or make arrangements with third parties to perform these services. If we obtain regulatory approval, we intend to sell some products directly in certain markets and rely on
relationships with established pharmaceutical companies to sell products in certain markets. To sell any of our products directly, we must develop a marketing and field force with technical expertise and with supporting distribution capabilities. We
may not be able to establish internal sales and distribution capabilities or relationships with third parties. To the extent that we enter into co-promotion or other licensing arrangements, our product revenues and profits may be lower than if we
directly marketed and sold our products, and revenues and profits we receive will depend upon the efforts of third parties, which efforts may not be successful.



We have limited experience in conducting and managing the clinical trials necessary to obtain regulatory approval and depend on third
parties to conduct our clinical trials.



We
have limited experience in managing clinical trials, and delays or terminations of clinical trials we are conducting or may undertake in the future could impair our development of product candidates. Delay or termination of any clinical trials could
result from a number of factors, including adverse events, stringent enrollment requirements, slow rate of enrollment, competition with other clinical trials for eligible patients and other factors. We are subject to the risk that subjects enrolled
in our clinical studies may discontinue their participation at any time during the study as a result of a number of factors, including, withdrawing their consent or experiencing adverse clinical events which may or may not be judged related to our
product candidates under evaluation.



We contract with third
parties to conduct our clinical trials, and are subject to the risk that these third parties fail to perform their obligations properly and in compliance with applicable FDA and other governmental regulations. The failure of any third party to
comply with any governmental regulations would substantially harm our development efforts and delay or prevent regulatory approval of our product candidates.



Our ability to enter into new collaborations and to achieve success under existing collaborations is uncertain.



We have entered into, and may in the future enter into, collaborative
arrangements, like our arrangement with Glaxo, for the marketing, sale and distribution of our product candidates, which require, or may require, us to share profits or revenues. We may be unable to enter into additional collaborative licensing or
other arrangements that we need to develop and commercialize our product candidates. Moreover, we may not realize the contemplated benefits from such collaborative licensing or other arrangements. These arrangements may place responsibility on our
collaborative partners for preclinical testing, human clinical trials, the preparation and submission of applications for regulatory approval, or for marketing, sales and distribution support for product commercialization. These arrangements may
also require us to transfer certain material rights or issue our equity securities to corporate partners, licensees and others. Any license or sublicense of our commercial rights may reduce our product revenue. Moreover, we may not derive any
revenues or profits from these arrangements.



We cannot be
certain that any of these parties, including Glaxo, will fulfill their obligations in a manner consistent with our best interests. Collaborators may also pursue alternative technologies or drug candidates, either on their own or in collaboration
with others, that are in direct competition with us.



Our
quarterly operating results may fluctuate significantly depending on the initiation of new corporate collaboration agreements, the activities under current corporate collaboration agreements or the termination of existing corporate collaboration
agreements.



We may not be able to successfully
develop in-licensed product candidates, which could prevent us from commercializing any such candidates.



We intend to explore opportunities to expand our product portfolio by acquiring or in-licensing products and/or product development candidates. In July
2003, we entered into an agreement with EpiCept, under which we obtained exclusive rights to develop and commercialize in North America a sterile lidocaine patch which is being developed for the management of postoperative incisional pain. Although
we conduct extensive evaluations of product candidate opportunities as part of our due diligence efforts, there can be no assurance that our product development efforts related thereto will be successful or that we will not become aware of issues or
complications that will cause us to alter, delay or terminate our product development efforts.



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Additionally, while we have built certain capabilities as an organization in executing the development plan for
Entereg, in-licensed products such as this sterile patch product will require
capabilities and expertise which we do not currently possess, and there is no assurance that we will be able to develop or acquire these capabilities. If we do not develop or acquire these capabilities, we may not be able to commercialize our
in-licensed products and technologies.



Because
our product candidates are in development, there is a high risk that further development and testing will demonstrate that our product candidates are not suitable for commercialization.



We have no products that have received regulatory approval for commercial
sale. All of our product candidates, including Entereg, are in development, and we face
the substantial risks of failure inherent in developing drugs based on new technologies. Our product candidates must satisfy rigorous standards of safety and efficacy before the FDA and foreign regulatory authorities will approve them for commercial
use. To satisfy these standards, we will need to conduct significant additional research, animal testing, or preclinical testing, and human testing, or clinical trials.



Preclinical testing and clinical development are long, expensive and uncertain processes. Failure can occur at any stage of
testing. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful. Based on results at any stage of clinical trials, we may decide to discontinue development of our product candidates.



The concept of developing peripherally acting
opioid antagonist drugs is relatively new and may not lead to commercially successful drugs.



Peripherally acting compounds given to patients as potential drugs are designed to exert their effects outside the brain and spinal cord, in contrast to
centrally acting compounds which are designed to exert their effects on the brain or spinal cord. We are developing Enteregas a peripherally acting opioid antagonist. An opioid antagonist is designed to block the effects of the opioid at the receptor level; in the case of Entereg, it is designed to block the unwanted effects of opioid analgesics on the gastrointestinal tract. Since there are no
products on the market comparable to our product candidates, we do not have any historical or comparative sales data to rely upon to indicate that peripherally acting opioid antagonist drugs will achieve commercial success in the marketplace. Market
acceptance of our product candidates will depend on a number of factors, including:



| |  | perceptions by members of the health care community, including physicians, of the safety and efficacy of our product candidates;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| |  | cost-effectiveness of our product candidates relative to competing products;
| | - | ----------------------------------------------------------------------------



| |  | the availability of government or third-party payor reimbursement for our product candidates; and
| | - | -------------------------------------------------------------------------------------------------



| |  | the effectiveness of marketing and distribution efforts by us, our collaborators and our licensees and distributors.
| | - | --------------------------------------------------------------------------------------------------------------------



Other products that are currently sold for pain management are already
recognized as safe and effective and have a history of successful sales in the United States and elsewhere. Our new products in this area, if any, will be competing with drugs that have been approved by the FDA and have demonstrated commercial
success in the United States and elsewhere.



Reduction in
the use of opioid analgesics would reduce the potential market for Entereg.



If the use of drugs or techniques which reduce
the requirement for mu-opioids increases, the demand for Enteregwould be
decreased. Various techniques to reduce the use of opioids are used in an attempt to reduce the impact of opioid side effects. The use of local anesthetics in epidural catheters during and after surgery with the continuation of the epidural into the
post-operative period can reduce or eliminate the use of opioids. Non-steroidal inflammatory agents may also reduce total opioid requirements. Continuous infusion of local anesthetic into a wound or near major nerves can reduce the use of opioids in
limited types of procedures and pain states. Novel analgesics which act at non-mu-opioid receptors are under development. Many companies have developed and are developing analgesic products which, if approved, would compete with opioids. If
these analgesics reduce the use of opioids, it would have a negative impact on the potential market for Entereg.



If competitors develop
and market products that are more effective, have fewer side effects, are less expensive than our product candidates or offer other advantages, our commercial opportunities will be limited.



Other companies have product candidates in development to treat the
conditions we are seeking to ultimately treat and they may develop effective and commercially successful products. Our competitors may succeed in developing products either that are more effective than those that we may develop, or that they market
before we market any products we may develop.



We believe that
Progenics Pharmaceuticals, Inc. is developing methylnaltrexone for the treatment of opioid bowel dysfunction and POI. There are products already on the market for use in treating irritable bowel syndrome which may be



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evaluated for utility in opioid induced bowel dysfunction. There may be additional competitive products about which we
are not aware. If our competitors are able to reach the commercial market before we are, this could have a material adverse effect on our ability to realize the full commercial opportunity for our products.



Our competitors include fully integrated pharmaceutical companies and
biotechnology companies, universities and public and private research institutions. Many of the organizations competing with us have substantially greater capital resources, larger research and development staffs and facilities, greater experience
in drug development and in obtaining regulatory approvals, and greater manufacturing and marketing capabilities than we do. These organizations also compete with us to:



| |  | attract qualified personnel;
| | - | ----------------------------



| |  | attract partners for acquisitions, joint ventures or other collaborations; and
| | - | ------------------------------------------------------------------------------



| |  | license proprietary technology.
| | - | -------------------------------



Our business could suffer if we cannot attract, retain and motivate skilled personnel and cultivate key academic collaborations.



We are a small company, and our success depends on our
continued ability to attract, retain and motivate highly qualified management and scientific personnel, including our president and chief executive officer, Bruce A. Peacock. Our success also depends on our ability to develop and maintain important
relationships with leading academic institutions and scientists. Competition for personnel and academic collaborations is intense. In particular, our product development programs depend on our ability to attract and retain highly skilled chemists,
biologists and clinical development personnel. If we lose the services of any of these personnel it could impede significantly the achievement of our research and development objectives. In addition, we will need to hire additional personnel and
develop additional academic collaborations as we continue to expand our research and development activities. We do not know if we will be able to attract, retain or motivate personnel or maintain relationships. We do not maintain key man life
insurance on any of our employees.



Companies and
universities that have licensed technology and product candidates to us are sophisticated entities that could develop similar products to compete with products we hope to develop.



Licensing product candidates from other companies, universities, or
individuals does not prevent such parties from developing competitive products for their own commercial purposes, nor from pursuing patent protection in areas that are competitive with us. The individuals who created these technologies are
sophisticated scientists and business people who may continue to do research and development and seek patent protection in the same areas that led to the discovery of the product candidates that they licensed to us. The development and
commercialization by us of successful products is also likely to attract additional research by our licensors and by other investigators who have experience in developing products for the pain management market. By virtue of their previous research
activities these companies, universities or individuals may be able to develop and market competitive products in less time than might be required to develop a product with which they have no prior experience.



If we breach our licensing agreements, we will lose significant
benefits and may be exposed to liability for damages.



We may breach our license agreements and may thereby lose rights that are important. We are subject to various obligations with respect to license agreements, including development responsibilities, royalty and other payments and regulatory
obligations. If we fail to comply with these requirements or otherwise breach a license agreement or contract, the licensor or other contracting party may have the right to terminate the license or contract in whole or in part or change the
exclusive nature of the arrangement. In such event we would not only lose all or part of the benefit of the arrangement but also may be exposed to potential liabilities for breach in the form of damages or other penalties.



Because we are not certain we will obtain necessary regulatory
approvals to market our products in the United States and foreign jurisdictions, we cannot predict whether or when we will be permitted to commercialize any of our products.



The pharmaceutical industry is subject to stringent regulation by a wide
range of authorities. We cannot predict whether we will obtain regulatory clearance for any product candidate we develop. We cannot market a pharmaceutical product in the United States until it has completed rigorous preclinical testing and clinical
trials and the FDAs extensive regulatory clearance process. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product and requires the expenditure of substantial
resources for research and development, testing, manufacturing, quality control, labeling and promotion of drugs for human use. Since neither the FDA nor international regulatory authorities have approved peripherally restricted narcotic antagonist
drugs for marketing, there is additional uncertainty as to whether our research and clinical approaches to developing new products for the pain management market will lead to drugs that the FDA will consider safe and effective for indicated uses.
Before receiving FDA approval to market a product, we must demonstrate that the product candidate is safe and effective in the patient population that will be treated. Outside the United States, our ability to market a product is also contingent
upon receiving a marketing authorization from the appropriate regulatory authorities, and is subject to similar risks and uncertainties.



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We do not know whether our current or future preclinical and clinical studies will demonstrate sufficient
safety and efficacy necessary to obtain the requisite regulatory approvals, or will result in marketable products. Any failure to adequately demonstrate the safety and efficacy of our product candidates will prevent receipt of FDA and foreign
regulatory approvals and, ultimately, commercialization of our product candidates. Regulatory authorities may refuse or delay approval as a result of many other factors, including changes in regulatory policy during the period of product development
and regulatory interpretations of clinical benefit and clinical risk. Regulatory clearance that we may receive for a product candidate will be limited to those diseases and conditions for which we have demonstrated in clinical trials that the
product candidate is safe and efficacious. Even if we receive regulatory approval for our product candidates we must comply with applicable FDA post marketing regulations and other regulatory requirements. Failure to comply with applicable
regulatory requirements could subject us to criminal prosecution, civil penalties, recall or seizure of products, total or partial suspension of production or injunction, as well as other regulatory actions against our product or us.



If we market our products in a manner that violates health care
fraud and abuse laws, we may be subject to civil or criminal penalties.



In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal health care fraud and abuse laws have been applied to restrict certain marketing practices in the
pharmaceutical industry in recent years. These laws include antikickback statutes and false claims statutes.



The federal health care program antikickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving
remuneration to induce or in return for purchasing, leasing, ordering, or arranging for the purchase, lease, or order of any health care item or service reimbursable under Medicare, Medicaid, or other federally financed healthcare programs. This
statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand and prescribers, purchasers, and formulary managers on the other. Although there are a number of statutory exemptions and regulatory safe harbors
protecting certain common activities from prosecution, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchases, or recommendations may be subject to scrutiny if they do
not qualify for an exemption or safe harbor. Our practices may not in all cases meet all of the criteria for safe harbor protection from antikickback liability.



Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal
government, or knowingly making, or causing to be made, a false statement to get a false claim paid. Recently, several pharmaceutical and other health care companies have been prosecuted under these laws for allegedly providing free product to
customers with the expectation that the customers would bill federal programs for the product. The majority of states also have statutes or regulations similar to the federal antikickback law and false claims laws, which apply to items and services
reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor. Sanctions under these federal and state laws may include civil monetary penalties, exclusion of a manufacturers products from
reimbursement under government programs, criminal fines, and imprisonment.



Because of the breadth of these laws and the narrowness of the safe harbors, it is possible that some of our business activities could be subject to challenge under one or more of such laws. Such a challenge could
have a material adverse effect on our business, financial condition and results of operations.



The federal Controlled Substances Act might impose significant restrictions, licensing and regulatory requirements on the manufacturing, distribution and dispensing of certain of our product
candidates.



The federal Controlled Substances
Act imposes significant licensing, recordkeeping, reporting, prescribing and other regulatory requirements on the manufacturing, distribution and dispensing of controlled substances. Therefore, we must determine whether the Drug Enforcement
Administration (DEA) would consider any of our product candidates to be a controlled substance.



Facilities that conduct research, manufacture or distribute controlled substances must be registered with DEA to perform these activities and have the
security, control and accounting systems required by the DEA to prevent loss and diversion. Failure to maintain compliance, particularly as manifested in loss or diversion, can result in significant regulatory action. In addition, individual state
laws may also impose separate regulatory restrictions and requirements, including licenses, recordkeeping and reporting. We believe that it is unlikely that any of our product candidates other than those which may act on the central nervous system
may be subject to regulation as controlled substances.



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We may not obtain FDA approval to conduct clinical trials that are necessary to satisfy
regulatory requirements.



Clinical trials are
subject to oversight by institutional review boards and the FDA and:



| |  | must conform with the FDAs good clinical practice regulations;
| | - | ---------------------------------------------------------------



| |  | must meet requirements for institutional review board oversight;
| | - | ----------------------------------------------------------------



| |  | must meet requirements for informed consent;
| | - | --------------------------------------------



| |  | are subject to continuing FDA oversight; and
| | - | --------------------------------------------



| |  | may require large numbers of test subjects.
| | - | -------------------------------------------



Before commencing clinical trials in humans, we must submit and receive approval from the FDA of an Investigational New Drug Application, or IND. We, or
the FDA, may suspend clinical trials at any time if the subjects participating in the trials are exposed to unacceptable health risks, or if the FDA finds deficiencies in the IND application or the conduct of the trials.



It is difficult and costly to protect our intellectual property
rights, and we cannot ensure the protection of these rights; we may be sued by others for infringing their intellectual property rights.



Our commercial success will depend in part on obtaining patent protection on our products and successfully defending these patents against third party
challenges. The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions. Accordingly, we cannot predict the breadth of claims allowed in our patents or those of our
collaborators.



Others have filed and in the future are likely
to file patent applications covering products and technologies that are similar, identical or competitive to ours, or important to our business. We cannot be certain that any patent application owned by a third party will not have priority over
patent applications filed or in-licensed by us, or that we or our licensors will not be involved in interference proceedings before the United States Patent and Trademark Office.



Although no third party has asserted a claim of infringement against us, others may hold proprietary rights that will
prevent our product candidates from being marketed unless we can obtain a license to those proprietary rights. Any patent related legal action against our collaborators or us claiming damages and seeking to enjoin commercial activities relating to
our products and processes could subject us to potential liability for damages and require our collaborators or us to obtain a license to continue to manufacture or market the affected products and processes. We cannot predict whether we or our
collaborators would prevail in any of these actions or that any license required under any of these patents would be made available on commercially acceptable terms, if at all. There has been, and we believe that there will continue to be,
significant litigation in the industry regarding patent and other intellectual property rights. If we become involved in litigation, it could consume substantial managerial and financial resources.



We rely on trade secrets to protect technology in cases when we believe
patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. While we require employees, academic collaborators and consultants to enter into confidentiality agreements, we may not be able to protect
adequately our trade secrets or other proprietary information. Our research collaborators and scientific advisors have rights to publish data and information in which we have rights. If we cannot maintain the confidentiality of our technology and
other confidential information in connection with our collaborations, our ability to receive patent protection or protect our proprietary information may be imperiled.



We are a party to various license agreements that give us rights to use specified technologies in our research and
development processes. If we are not able to continue to license such technology on commercially reasonable terms, our product development and research may be delayed. In addition, we generally do not fully control the prosecution of patents
relating to in-licensed technology, and accordingly are unable to exercise the same degree of control over this intellectual property as we exercise over our internally developed technology.



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Our ability to generate revenues will be diminished if we fail to obtain acceptable prices
or an adequate level of reimbursement for our products from third-party payors.



Our ability to commercialize pharmaceutical products, alone or with collaborators, may depend in part on the extent to which reimbursement for the
products will be available from:



| |  | government and health administration authorities; or
| | - | ----------------------------------------------------



| |  | private health insurers and third party payors.
| | - | -----------------------------------------------



The continuing efforts of government and third-party payors to contain or reduce the costs of health care through various means may limit our commercial
opportunity. For example, in some foreign markets, pricing and profitability of prescription pharmaceuticals are subject to government control. In the United States, we expect that there will continue to be a number of federal and state proposals to
implement pharmaceutical pricing and cost control measures under government health care programs such as Medicare and Medicaid. For example, federal legislation was enacted on December 8, 2003, which provides a new Medicare prescription drug benefit
beginning in 2006 and mandates other reforms. Although we cannot predict the full effects on our business of the implementation of this new legislation, it is possible that the new Medicare benefit, which will be managed by private health insurers,
pharmacy benefit managers, and other managed care organizations, will result in decreased reimbursement for prescription drugs, which may further exacerbate industry-wide pressure to reduce the prices charged for prescription drugs. This could have
an adverse effect on our business. In addition, increasing emphasis on managed care in the United States will continue to put pressure on the pricing of pharmaceutical products. Significant uncertainty exists as to the reimbursement status of newly
approved health care products. Cost control initiatives could decrease the price that any of our collaborators or we would receive for any products in the future and may impede patients ability to obtain reimbursement under their insurance
programs for our products. Further, cost control initiatives could adversely affect our collaborators ability to commercialize our products, and our ability to realize royalties from such commercialization.



If we engage in an acquisition or business combination, we will
incur a variety of risks that could adversely affect our business operations or our stockholders.



From time to time we have considered, and we will continue to consider in the future, strategic business initiatives intended to further the development
of our business. These initiatives may include acquiring businesses, technologies or products or entering into a business combination with another company. If we do pursue such a strategy, we could, among other things:



| |  | issue equity securities that would dilute our current stockholders percentage ownership;
| | - | -----------------------------------------------------------------------------------------



| |  | incur substantial debt that may place strains on our operations;
| | - | ----------------------------------------------------------------



| |  | spend substantial operational, financial and management resources in integrating new businesses, technologies and products;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| |  | assume substantial actual or contingent liabilities; or
| | - | -------------------------------------------------------



| |  | merge with or otherwise enter into a business combination with, another company in which our stockholders would receive cash or shares of the other company or a combination of both
on terms that our stockholders may not deem desirable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We are not in a position to predict what, if any, collaborations, alliances or other transactions may result or how, when or if these activities would have a material effect on us or the development of our business.



If product liability lawsuits are successfully brought against
us, we may incur substantial liabilities and may have to limit or cease commercialization of our products.



The testing and marketing of medical products entail an inherent risk of product liability. If we cannot successfully defend ourselves against product
liability claims, we may incur substantial liabilities or be required to limit or cease commercialization of our products. We currently carry clinical trial insurance at a level we believe is commercially reasonable but do not carry product
liability insurance. There is no assurance that our clinical trial insurance will be adequate to cover claims that may arise or that we will be able to obtain product liability insurance.



We enter into indemnification agreements where we indemnify third parties such as manufacturers and investigators for
certain product liability claims related to our products under investigation. These indemnification obligations may cause us to pay significant sums of money for claims that are covered by these indemnifications.



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If we use biological and hazardous materials in a manner that causes injury or violates
laws, we may be liable for damages.



Our
research and development activities involve the controlled use of potentially harmful biological materials as well as hazardous materials, chemicals and various radioactive compounds. We use radioactivity in conducting biological assays and we use
solvents that could be flammable in conducting our research and development activities. We cannot completely eliminate the risk of accidental contamination or injury from the use, storage, handling or disposal of these materials. We do not maintain
a separate insurance policy for these types of risks. In the event of contamination or injury, we could be held liable for damages that result, and any liability could exceed our resources. We are subject to federal, state and local laws and
regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations could be significant.



Certain provisions of our charter documents and under Delaware law may make an acquisition of us, which may be
beneficial to our stockholders, more difficult.



Provisions of our amended and restated certificate of incorporation and restated by-laws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders.



We have shares of our common stock and preferred stock
available for future issuance without stockholder approval. The existence of unissued common stock and preferred stock may enable our board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms
that could render more difficult or discourage a third party attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, which would protect the continuity of our management.



Our amended and restated certificate of incorporation provides for our board
of directors to be divided into three classes, with the term of one such class expiring each year, and we have eliminated the ability of our stockholders to consent in writing to the taking of any action pursuant to Section 228 of the Delaware
General Corporation Law.



In addition, we adopted a shareholder
rights plan, the effect of which may be to make an acquisition of us more difficult.



Under our collaboration agreement with Glaxo, there are certain limitations on Glaxos ability to acquire our securities. These limitations make it more difficult for Glaxo to acquire us, even if such an
acquisition would benefit our stockholders.



During and for one
year after the term of the collaboration agreement, Glaxo and its affiliates will not, alone or with others, except as permitted under limited circumstances:



| |  | acquire or agree to acquire, directly or indirectly, any direct or indirect beneficial ownership or interest in any of our securities or securities convertible into or exchangeable
for any of our securities;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | make or participate in any solicitation of proxies to vote in connection with us;
| | - | ---------------------------------------------------------------------------------



| |  | form, join or in any way participate in a group with respect to our voting securities;
| | - | --------------------------------------------------------------------------------------



| |  | acquire or agree to acquire, directly or indirectly, any of our assets or rights to acquire our assets, unless we are selling those assets at that time; or
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | otherwise seek to change the control of us or propose any matter to be voted on by our stockholders or nominate any person as a director of us who is not nominated by the then
incumbent directors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The limitations on Glaxo do
not prevent Glaxo, among other things, from acquiring our securities in certain circumstances following initiation by a third party of an unsolicited tender offer to purchase more than a certain percentage of any class of our publicly traded
securities.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



A substantial portion of our assets are investment grade fixed income securities including U.S. Treasury obligations and corporate securities. The market
value of such investments fluctuates with current market interest rates. In general, as rates increase, the market value of a debt instrument would be expected to decrease. The opposite is also true. To minimize such market risk, we have in the past
and, to the extent possible, will continue in the future to hold such debt instruments to maturity at which time the debt instrument will be redeemed at its stated or face value. Due to the short duration and nature of these instruments, we do not
believe that we have a material exposure to interest rate risk related to our investment portfolio. The investment portfolio at September 30, 2004 was approximately $151.7 million, and the weighted-average interest rate return on the portfolio was
approximately 1.45%, with maturities of investments ranging up to 17 months.



ITEM 4. CONTROLS AND PROCEDURES



For the quarterly period ended September 30, 2004, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President, Chief
Operating Officer and Chief Financial Officer (the principal finance and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities
Exchange Act of 1934, or the Exchange Act, as of the end of the period covered by this report. Our President and Chief Executive Officer and our Senior Vice President, Chief Operating Officer and Chief Financial Officer concluded that there were no
significant changes in our disclosure controls and procedures or in other factors that could significantly affect our disclosure controls and procedures during the quarterly period. Based upon this evaluation, our President and Chief Executive
Officer and our Senior Vice President, Chief Operating Officer and Chief Financial Officer concluded that as of September 30, 2004, our disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable
assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. The Companys
management, including the Chief Executive Officer and Senior Vice President, Chief Operating Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud. A control
system, no matter how well designed and operated, cannot provide assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
a company have been detected.



Additionally, our President and
Chief Executive Officer and Senior Vice President, Chief Operating Officer and Chief Financial Officer determined that there were no changes in our internal control over financial reporting during the quarterly period ended September 30, 2004, that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On
April 21, 2004, a lawsuit was filed in the United States District Court for the Eastern District of Pennsylvania against the Company, one of its directors and certain of its officers seeking unspecified damages on behalf of a putative class of
persons who purchased Company common stock between September 23, 2003 and January 14, 2004. The complaint alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act), Rule 10b-5 under the Exchange Act
and Section 20(a) of the Exchange Act in connection with the announcement of the results of certain studies in the Companys Phase III clinical trials for Entereg, which allegedly had the effect of artificially inflating the price of the Companys common stock. Three additional complaints
asserting similar claims were filed shortly after the initial complaint. These actions have been consolidated for filing purposes under the caption: In re Adolor Corporation Securities Litigation,No. 2:04-cv-01728. Two parties have
separately moved to be appointed as Lead Plaintiff and to consolidate the actions for purposes of trial. One of those motions has subsequently been withdrawn. Once the district court issues an order appointing Lead Plaintiff, the Company anticipates
that the appointed Lead Plaintiff will file a consolidated amended complaint to which the Company must respond sixty days later. The Company believes that the allegations are without merit and intends to vigorously defend the litigation.



On August 2, 2004, two shareholder derivative lawsuits were filed in the
United States District Court for the Eastern District of Pennsylvania, purportedly on behalf of the Company, against its directors and certain of its officers seeking unspecified damages for various alleged breaches of fiduciary duty and waste. The
allegations are similar to those set forth in the class action complaints, involving the announcement of the results of certain studies in the Companys Phase III clinical trials for Entereg. The Derivative Plaintiff has indicated that it intends to file an amended Complaint.
Pursuant to the Courts order dated October 13, 2004, Plaintiffs have 30 days to file an amended complaint and the Company will then have 30 days to respond. The Company currently intends to challenge the standing of the Derivative Plaintiff to
file the derivative litigation on its behalf.



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ITEM 6. EXHIBITS:



The following exhibits are
filed as part of this Report on Form 10-Q:



|     |  |                                                                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.1
|     | 
|31.2 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.1
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.1                                         
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.1                                         

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|1 | Filed herewith.
|- | ---------------



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SIGNATURES



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 thereunto duly authorized.



|                       |  |                    |  |                                      
|---------------------- |  | ------------------ |  | -------------------------------------
|                       |  | ADOLOR CORPORATION
|                       |  |                   
|Date: November 2, 2004 |  | By:                |  | /s/ Bruce A. Peacock                 
|                       |  |                    |  | Bruce A. Peacock                     
|                       |  |                    |  | President and Chief Executive Officer
|                       |  |                   
|                       |  | By:                |  | /s/ Michael R. Dougherty             
|                       |  |                    |  | Michael R. Dougherty                 
|                       |  |                    |  | Senior Vice President,               
|                       |  |                    |  | Chief Operating Officer and          
|                       |  |                    |  | Chief Financial Officer              



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