##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---



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

For the quarterly period ended September 30, 2007

OR



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

Commission File Number: 000-30039



---

ADOLOR CORPORATION

(Exact Name of
Registrant as Specified in its Charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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)



---

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  x    Accelerated filer ̈Non-accelerated filer ̈

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

Number of shares outstanding of the issuers Common Stock, par value $0.0001 per share, as of
October 16, 2007: 46,019,479 shares.



---



---

##### Table of Contents

ADOLOR CORPORATION

FORM 10-Q

September 30, 2007

INDEX



|         |  |                                                                                                                                                                                                            |  |         
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                                                                                                                                            |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                                                                      |  |         
|         |  |                                                                                                                                                                                                           
|ITEM 1.  |  | Financial Statements (Unaudited):                                                                                                                                                                          |  |         
|         |  |                                                                                                                                                                                                           
|         |  | Balance Sheets at September 30, 2007 and December 31, 2006                                                                                                                                                 |  | 3       
|         |  |                                                                                                                                                                                                           
|         |  | Statements of Operations for the three and nine months ended September 30, 2007 and 2006, and the period from August 9, 1993 (inception) to September 30, 2007                                             |  | 4       
|         |  |                                                                                                                                                                                                           
|         |  | Statements of Stockholders Equity for the period from August 9, 1993 (inception) to December 31, 2003, for the years ended December 31, 2004, 2005 and 2006, and the nine months ended September 30, 2007 |  | 5       
|         |  |                                                                                                                                                                                                           
|         |  | Statements of Cash Flows for the nine months ended September 30, 2007 and 2006, and the period from August 9, 1993 (inception) to September 30, 2007                                                       |  | 9       
|         |  |                                                                                                                                                                                                           
|         |  | Notes to Financial Statements                                                                                                                                                                              |  | 11      
|         |  |                                                                                                                                                                                                           
|ITEM 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                      |  | 14      
|         |  |                                                                                                                                                                                                           
|ITEM 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                 |  | 25      
|         |  |                                                                                                                                                                                                           
|ITEM 4.  |  | Controls and Procedures                                                                                                                                                                                    |  | 25      
|         |  |                                                                                                                                                                                                           
|PART II. |  | OTHER INFORMATION                                                                                                                                                                                          |  |         
|         |  |                                                                                                                                                                                                           
|ITEM 1.  |  | Legal Proceedings                                                                                                                                                                                          |  | 25      
|         |  |                                                                                                                                                                                                           
|ITEM 1A  |  | Risk Factors                                                                                                                                                                                               |  | 26      
|         |  |                                                                                                                                                                                                           
|ITEM 6.  |  | Exhibits                                                                                                                                                                                                   |  | 39      
|         |  |                                                                                                                                                                                                           
|         |  | Signatures                                                                                                                                                                                                 |  | 40      



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

ADOLOR CORPORATION

(A Development Stage Company)

Balance Sheets

(Unaudited)



|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                                                 |  | September 30,2007 |              |   | December 31,2006 |  
|Assets                                                                                                                                                                           |  |                   |              |   |                  |   |              |  
|Current assets:                                                                                                                                                                  |  |                   |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                                                        |  | $                 | 6,165,287    |   |                  | $ | 3,278,858    |  
|Short-term investments                                                                                                                                                           |  |                   | 141,305,256  |   |                  |   | 182,283,151  |  
|Accounts receivable from agreements                                                                                                                                              |  |                   | 998,944      |   |                  |   | 3,279,374    |  
|Prepaid expenses and other current assets                                                                                                                                        |  |                   | 2,915,559    |   |                  |   | 4,490,950    |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Total current assets                                                                                                                                                             |  |                   | 151,385,046  |   |                  |   | 193,332,333  |  
|Equipment and leasehold improvements, net                                                                                                                                        |  |                   | 5,894,527    |   |                  |   | 7,022,494    |  
|Other assets                                                                                                                                                                     |  |                   | 164,925      |   |                  |   | 242,753      |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Total assets                                                                                                                                                                     |  | $                 | 157,444,498  |   |                  | $ | 200,597,580  |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Liabilities and Stockholders Equity                                                                                                                                             |  |                   |              |   |                  |   |              |  
|Current liabilities:                                                                                                                                                             |  |                   |              |   |                  |   |              |  
|Accounts payable                                                                                                                                                                 |  | $                 | 1,993,945    |   |                  | $ | 2,662,701    |  
|Accrued expenses                                                                                                                                                                 |  |                   | 5,759,046    |   |                  |   | 13,210,311   |  
|Deferred licensing fees and rent  current                                                                                                                                       |  |                   | 3,447,062    |   |                  |   | 4,329,192    |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Total current liabilities                                                                                                                                                        |  |                   | 11,200,053   |   |                  |   | 20,202,204   |  
|Deferred licensing fees and rent  non-current                                                                                                                                   |  |                   | 25,433,102   |   |                  |   | 27,136,268   |  
|Other liabilities                                                                                                                                                                |  |                   | 22,960       |   |                  |   | 78,480       |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Total liabilities                                                                                                                                                                |  |                   | 36,656,115   |   |                  |   | 47,416,952   |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Commitments and contingencies (Note 8)                                                                                                                                           |  |                   |              |   |                  |   |              |  
|Stockholders equity:                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Series A Junior Participating preferred stock, $0.01 par value; 35,000 shares authorized; none issued and outstanding                                                            |  |                   |             |   |                  |   |             |  
|Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued and outstanding                                                                                       |  |                   |             |   |                  |   |             |  
|Common stock, par value $0.0001; 99,000,000 shares authorized; 46,019,479 and 45,999,543 shares issued and outstanding at September 30,
2007 and December 31, 2006, respectively |  |                   | 4,602        |   |                  |   | 4,592        |  
|Additional paid-in capital                                                                                                                                                       |  |                   | 535,263,110  |   |                  |   | 529,682,107  |  
|Unrealized gains (losses) on available for sale securities                                                                                                                       |  |                   | 364,606      |   |                  |   | (4,563       | )
|Deficit accumulated during the development stage                                                                                                                                 |  |                   | (414,843,935 | ) |                  |   | (376,501,508 | )
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Total stockholders equity                                                                                                                                                       |  |                   | 120,788,383  |   |                  |   | 153,180,628  |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Total liabilities and stockholders equity                                                                                                                                       |  | $                 | 157,444,498  |   |                  | $ | 200,597,580  |  
|                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  

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



3



---

##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)

Statements of Operations

Three and nine months ended September 30, 2007
and 2006, and the period from August 9, 1993

(inception) to September 30, 2007

(Unaudited)



|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|--------------------------------------------------------------------------------------- |  | -------------------------------- | ----------- | - | ------------------------------- | - | ----------- | ------------------------------------------------------------ |  | - | ----------- | - |  | - | ----------- | - |  | - | ------------ | -
|                                                                                        |  | Three months ended September 30, |             |   | Nine months ended September 30, |   |             | Period from August 9, 1993 (inception) to September 30, 2007 | 
|                                                                                        |  | 2007                             |             |   | 2006                            |   |             | 2007                                                         |  |   | 2006        |   | 
|Contract revenues                                                                       |  | $                                | 1,820,078   |   |                                 | $ | 5,274,588   |                                                              |  | $ | 5,446,700   |   |  | $ | 10,801,683  |   |  | $ | 112,522,279  |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Operating expenses incurred during the development stage:                               |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Research and development                                                                |  |                                  | 11,439,730  |   |                                 |   | 15,496,036  |                                                              |  |   | 32,948,745  |   |  |   | 43,061,456  |   |  |   | 392,330,962  |  
|Marketing, general and administrative                                                   |  |                                  | 5,800,276   |   |                                 |   | 10,495,160  |                                                              |  |   | 17,142,390  |   |  |   | 26,105,792  |   |  |   | 174,799,821  |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Total operating expenses                                                                |  |                                  | 17,240,006  |   |                                 |   | 25,991,196  |                                                              |  |   | 50,091,135  |   |  |   | 69,167,248  |   |  |   | 567,130,783  |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Loss from operations                                                                    |  |                                  | (15,419,928 | ) |                                 |   | (20,716,608 | )                                                            |  |   | (44,644,435 | ) |  |   | (58,365,565 | ) |  |   | (454,608,504 | )
|Interest income                                                                         |  |                                  | 1,882,149   |   |                                 |   | 2,548,822   |                                                              |  |   | 6,170,094   |   |  |   | 6,505,116   |   |  |   | 39,449,644   |  
|Other (expense) income                                                                  |  |                                  | (1,526      | ) |                                 |   | (4,748      | )                                                            |  |   | 131,914     |   |  |   | 537,014     |   |  |   | 314,925      |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Net loss                                                                                |  |                                  | (13,539,305 | ) |                                 |   | (18,172,534 | )                                                            |  |   | (38,342,427 | ) |  |   | (51,323,435 | ) |  |   | (414,843,935 | )
|Undeclared dividends attributable to mandatorily redeemable convertible preferred stock |  |                                  |            |   |                                 |   |            |                                                              |  |   |            |   |  |   |            |   |  |   | 10,546,314   |  
|Beneficial conversion feature on mandatorily redeemable convertible preferred stock     |  |                                  |            |   |                                 |   |            |                                                              |  |   |            |   |  |   |            |   |  |   | 48,905,779   |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Net loss allocable to common stockholders                                               |  | $                                | (13,539,305 | ) |                                 | $ | (18,172,534 | )                                                            |  | $ | (38,342,427 | ) |  | $ | (51,323,435 | ) |  | $ | (474,296,028 | )
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Basic and diluted net loss per share                                                    |  | $                                | (0.29       | ) |                                 | $ | (0.40       | )                                                            |  | $ | (0.83       | ) |  | $ | (1.16       | ) |  |   |              |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  
|Shares used in computing basic and diluted net loss per share                           |  |                                  | 45,939,479  |   |                                 |   | 45,780,926  |                                                              |  |   | 45,930,461  |   |  |   | 44,332,185  |   |  |   |              |  
|                                                                                        |  |                                  |             |   |                                 |   |             |                                                              |  |   |             |   |  |   |             |   |  |   |              |  

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



4



---

##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)

Statements of Stockholders Equity

For the period from August 9,
1993 (inception) to December 31, 2003, for the years ended

December 31, 2004, 2005 and 2006, and the nine months ended
September 30, 2007

(Unaudited)



|                                                                                               |  |                 |   |  |                          |     |   |                      |   |            |                                                        |  |                                              |           |                          |  |   |         |  |   |   |  |   |            |  
|---------------------------------------------------------------------------------------------- |  | --------------- | - |  | ------------------------ | --- | - | -------------------- | - | ---------- | ------------------------------------------------------ |  | -------------------------------------------- | --------- | ------------------------ |  | - | ------- |  | - | - |  | - | ---------- | -
|                                                                                               |  | Common stock    |   |  | Additionalpaid-incapital |     |   | Deferredcompensation |   |            | Unrealizedgains (losses)on availablefor salesecurities |  | Deficitaccumulatedduring thedevelopmentstage |           | Totalstockholdersequity | 
|                                                                                               |  | Numberof shares |   |  | Amount                   |     |   |                      |   |            |                                                       
|Inception, August 9, 1993                                                                      |  |                |   |  | $                        |    |   |                      | $ |           |                                                        |  | $                                            |          |                          |  | $ |        |  | $ |  |  | $ |           |  
|Issuance of common stock to founder in November 1994 at $.001 per share                        |  | 100,000         |   |  |                          | 10  |   |                      |   | 12,490     |                                                        |  |                                              | (12,400   | )                        |  |   |        |  |   |  |  |   | 100        |  
|Issuance of restricted stock in November 1994 and May 1996                                     |  | 565,411         |   |  |                          | 57  |   |                      |   | 72,355     |                                                        |  |                                              | (66,767   | )                        |  |   |        |  |   |  |  |   | 5,645      |  
|Issuance of common stock for technology license agreements in December 1995 at $.125 per share |  | 50,000          |   |  |                          | 5   |   |                      |   | 6,245      |                                                        |  |                                              |          |                          |  |   |        |  |   |  |  |   | 6,250      |  
|Issuance of common stock for technology license agreements                                     |  | 3,829           |   |  |                          |    |   |                      |   | 50,006     |                                                        |  |                                              |          |                          |  |   |        |  |   |  |  |   | 50,006     |  
|Issuance of common stock for services in April 1999 at $3.736 per share                        |  | 3,570           |   |  |                          |    |   |                      |   | 13,339     |                                                        |  |                                              |          |                          |  |   |        |  |   |  |  |   | 13,339     |  
|Value attributed to issuance of warrants                                                       |  |                |   |  |                          |    |   |                      |   | 60,000     |                                                        |  |                                              |          |                          |  |   |        |  |   |  |  |   | 60,000     |  
|Notes issued to employees for stock options exercised                                          |  |                |   |  |                          |    |   |                      |   | (1,056,488 | )                                                      |  |                                              |          |                          |  |   |        |  |   |  |  |   | (1,056,488 | )
|Payments on notes granted to employees for stock options                                       |  |                |   |  |                          |    |   |                      |   | 971,197    |                                                        |  |                                              |          |                          |  |   |        |  |   |  |  |   | 971,197    |  
|Interest receivable converted to principal on employee notes                                   |  |                |   |  |                          |    |   |                      |   | (128,924   | )                                                      |  |                                              |          |                          |  |   |        |  |   |  |  |   | (128,924   | )
|Accretion of Series H preferred stock issuance costs                                           |  |                |   |  |                          |    |   |                      |   | (281,794   | )                                                      |  |                                              |          |                          |  |   |        |  |   |  |  |   | (281,794   | )
|Forfeiture of stock options                                                                    |  | (71,247         | ) |  |                          | (7  | ) |                      |   | (1,706,296 | )                                                      |  |                                              | 1,706,303 |                          |  |   |        |  |   |  |  |   |           |  
|Exercise of stock options                                                                      |  | 2,506,529       |   |  |                          | 251 |   |                      |   | 3,687,580  |                                                        |  |                                              |          |                          |  |   |        |  |   |  |  |   | 3,687,831  |  
|Unrealized gain on investments                                                                 |  |                |   |  |                          |    |   |                      |   |           |                                                        |  |                                              |          |                          |  |   | 221,224 |  |   |  |  |   | 221,224    |  



5



---

##### Table of Contents

|                                                                                                                               |  |                 |  |                           |       |  |                      |             |   |                                                        |   |                                              |   |  |                          |         |  |   |              |   |  |   |              |  
|------------------------------------------------------------------------------------------------------------------------------ |  | --------------- |  | ------------------------- | ----- |  | -------------------- | ----------- | - | ------------------------------------------------------ | - | -------------------------------------------- | - |  | ------------------------ | ------- |  | - | ------------ | - |  | - | ------------ | -
|                                                                                                                               |  | Common stock    |  | Additionalpaid-in capital |       |  | Deferredcompensation |             |   | Unrealizedgains (losses)on availablefor salesecurities |   | Deficitaccumulatedduring thedevelopmentstage |   |  | Totalstockholdersequity |        
|                                                                                                                               |  | Numberof shares |  | Amount                    |       |  |                      |             |  
|Conversion of preferred shares                                                                                                 |  | 18,818,421      |  |                           | 1,882 |  |                      | 80,381,821  |   |                                                        |   |                                             |   |  |                          |        |  |   |             |   |  |   | 80,383,703   |  
|Net proceeds from initial public offering                                                                                      |  | 6,900,000       |  |                           | 690   |  |                      | 95,375,779  |   |                                                        |   |                                             |   |  |                          |        |  |   |             |   |  |   | 95,376,469   |  
|Reduction of estimated offering costs                                                                                          |  |                |  |                           |      |  |                      | 400,000     |   |                                                        |   |                                             |   |  |                          |        |  |   |             |   |  |   | 400,000      |  
|Net proceeds from issuance of newly registered shares of common stock                                                          |  | 9,900,000       |  |                           | 990   |  |                      | 170,546,726 |   |                                                        |   |                                             |   |  |                          |        |  |   |             |   |  |   | 170,547,716  |  
|Issuance of common stock for bonus awards                                                                                      |  | 16,609          |  |                           | 1     |  |                      | 223,770     |   |                                                        |   | (2,172                                       | ) |  |                          |        |  |   |             |   |  |   | 221,599      |  
|Deferred compensation resulting from grant of stock options                                                                    |  |                |  |                           |      |  |                      | 23,911,011  |   |                                                        |   | (23,911,011                                  | ) |  |                          |        |  |   |             |   |  |   |             |  
|Accelerated amortization and cancellation of deferred compensation resulting from the acceleration of vesting of stock options |  |                |  |                           |      |  |                      | (347,382    | ) |                                                        |   | 3,451,714                                    |   |  |                          |        |  |   |             |   |  |   | 3,104,332    |  
|Amortization of deferred compensation                                                                                          |  |                |  |                           |      |  |                      |            |   |                                                        |   | 18,076,745                                   |   |  |                          |        |  |   |             |   |  |   | 18,076,745   |  
|Net loss                                                                                                                       |  |                |  |                           |      |  |                      |            |   |                                                        |   |                                             |   |  |                          |        |  |   | (206,380,016 | ) |  |   | (206,380,016 | )
|                                                                                                                               |  |                 |  |                           |       |  |                      |             |   |                                                        |   |                                              |   |  |                          |         |  |   |              |   |  |   |              |  
|Balance, December 31, 2003                                                                                                     |  | 38,793,122      |  | $                         | 3,879 |  | $                    | 372,191,435 |   |                                                        | $ | (757,588                                     | ) |  | $                        | 221,224 |  | $ | (206,380,016 | ) |  | $ | 165,278,934  |  
|                                                                                                                               |  |                 |  |                           |       |  |                      |             |   |                                                        |   |                                              |   |  |                          |         |  |   |              |   |  |   |              |  

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



6



---

##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)

Statements of Stockholders EquityContinued

For the period from August 9, 1993 (inception) to December 31, 2003, for the years ended

December 31, 2004, 2005 and 2006, and the nine months ended September 30, 2007

(Unaudited)



|                                                                       |  |                 |  |                           |       |  |                      |             |   |                                                        |   |           |                                              |  |   |                          |   |  |   |              |   |  |   |             |  
|---------------------------------------------------------------------- |  | --------------- |  | ------------------------- | ----- |  | -------------------- | ----------- | - | ------------------------------------------------------ | - | --------- | -------------------------------------------- |  | - | ------------------------ | - |  | - | ------------ | - |  | - | ----------- | -
|                                                                       |  | Common stock    |  | Additionalpaid-in capital |       |  | Deferredcompensation |             |   | Unrealizedgains (losses)on availablefor salesecurities |   |           | Deficitaccumulatedduring thedevelopmentstage |  |   | Totalstockholdersequity |  
|                                                                       |  | Numberof shares |  | Amount                    |       |  |                      |             |  
|Balance, December 31, 2003                                             |  | 38,793,122      |  | $                         | 3,879 |  | $                    | 372,191,435 |   |                                                        | $ | (757,588  | )                                            |  | $ | 221,224                  |   |  | $ | (206,380,016 | ) |  | $ | 165,278,934 |  
|Payments on notes granted to employees for stock options               |  |                |  |                           |      |  |                      | 2,754       |   |                                                        |   |          |                                              |  |   |                         |   |  |   |             |   |  |   | 2,754       |  
|Interest receivable converted to principal on employee notes           |  |                |  |                           |      |  |                      | (2,935      | ) |                                                        |   |          |                                              |  |   |                         |   |  |   |             |   |  |   | (2,935      | )
|Exercise of stock options                                              |  | 287,223         |  |                           | 29    |  |                      | 1,056,575   |   |                                                        |   |          |                                              |  |   |                         |   |  |   |             |   |  |   | 1,056,604   |  
|Unrealized loss on investments                                         |  |                |  |                           |      |  |                      |            |   |                                                        |   |          |                                              |  |   | (684,681                 | ) |  |   |             |   |  |   | (684,681    | )
|Deferred compensation resulting from grant of stock options adjustment |  |                |  |                           |      |  |                      | 357,602     |   |                                                        |   | (357,602  | )                                            |  |   |                         |   |  |   |             |   |  |   |            |  
|Amortization of deferred compensation                                  |  |                |  |                           |      |  |                      |            |   |                                                        |   | 1,095,725 |                                              |  |   |                         |   |  |   |             |   |  |   | 1,095,725   |  
|Net loss                                                               |  |                |  |                           |      |  |                      |            |   |                                                        |   |          |                                              |  |   |                         |   |  |   | (43,586,484  | ) |  |   | (43,586,484 | )
|                                                                       |  |                 |  |                           |       |  |                      |             |   |                                                        |   |           |                                              |  |   |                          |   |  |   |              |   |  |   |             |  
|Balance, December 31, 2004                                             |  | 39,080,345      |  |                           | 3,908 |  |                      | 373,605,431 |   |                                                        |   | (19,465   | )                                            |  |   | (463,457                 | ) |  |   | (249,966,500 | ) |  |   | 123,159,917 |  
|Payments on notes granted to employees for stock options               |  |                |  |                           |      |  |                      | 15,742      |   |                                                        |   |          |                                              |  |   |                         |   |  |   |             |   |  |   | 15,742      |  
|Interest receivable converted to principal on employee notes           |  |                |  |                           |      |  |                      | (3,136      | ) |                                                        |   |          |                                              |  |   |                         |   |  |   |             |   |  |   | (3,136      | )
|Exercise of stock options                                              |  | 26,017          |  |                           | 3     |  |                      | 133,195     |   |                                                        |   |          |                                              |  |   |                         |   |  |   |             |   |  |   | 133,198     |  
|Unrealized gain on investments                                         |  |                |  |                           |      |  |                      |            |   |                                                        |   |          |                                              |  |   | 165,997                  |   |  |   |             |   |  |   | 165,997     |  
|Amortization of deferred compensation                                  |  |                |  |                           |      |  |                      |            |   |                                                        |   | 18,202    |                                              |  |   |                         |   |  |   |             |   |  |   | 18,202      |  
|Net loss                                                               |  |                |  |                           |      |  |                      |            |   |                                                        |   |          |                                              |  |   |                         |   |  |   | (56,796,630  | ) |  |   | (56,796,630 | )
|                                                                       |  |                 |  |                           |       |  |                      |             |   |                                                        |   |           |                                              |  |   |                          |   |  |   |              |   |  |   |             |  
|Balance, December 31, 2005                                             |  | 39,106,362      |  | $                         | 3,911 |  | $                    | 373,751,232 |   |                                                        | $ | (1,263    | )                                            |  | $ | (297,460                 | ) |  | $ | (306,763,130 | ) |  | $ | 66,693,290  |  
|                                                                       |  |                 |  |                           |       |  |                      |             |   |                                                        |   |           |                                              |  |   |                          |   |  |   |              |   |  |   |             |  

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



7



---

##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)

Statements of Stockholders EquityContinued

For the period from August 9, 1993 (inception) to December 31, 2003, for the years ended

December 31, 2004, 2005 and 2006, and the nine months ended September 30, 2007

(Unaudited)



|                                                                      |  |                  |  |                           |       |  |                      |             |   |                                                         |   |        |                                              |  |   |                          |   |  |   |              |   |  |   |             |  
|--------------------------------------------------------------------- |  | ---------------- |  | ------------------------- | ----- |  | -------------------- | ----------- | - | ------------------------------------------------------- | - | ------ | -------------------------------------------- |  | - | ------------------------ | - |  | - | ------------ | - |  | - | ----------- | -
|                                                                      |  | Common stock     |  | Additionalpaid-in capital |       |  | Deferredcompensation |             |   | Unrealized gains (losses)on availablefor salesecurities |   |        | Deficitaccumulatedduring
thedevelopmentstage |  |   | Totalstockholdersequity |  
|                                                                      |  | Number of shares |  | Amount                    |       |  |                      |             |  
|Balance, December 31, 2005                                            |  | 39,106,362       |  | $                         | 3,911 |  | $                    | 373,751,232 |   |                                                         | $ | (1,263 | )                                            |  | $ | (297,460                 | ) |  | $ | (306,763,130 | ) |  | $ | 66,693,290  |  
|Net proceeds from issuance of newly registered shares of common stock |  | 5,750,000        |  |                           | 575   |  |                      | 135,054,860 |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 135,055,435 |  
|Compensation expense under SFAS 123R                                  |  |                 |  |                           |      |  |                      | 8,671,724   |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 8,671,724   |  
|Reclassification of stock options issued to consultants               |  |                 |  |                           |      |  |                      | (300,428    | ) |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | (300,428    | )
|Reclassification of stock options exercised by consultants            |  |                 |  |                           |      |  |                      | 103,652     |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 103,652     |  
|Payments on notes granted to employees for stock options              |  |                 |  |                           |      |  |                      | 35,809      |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 35,809      |  
|Interest receivable converted to principal on employee notes          |  |                 |  |                           |      |  |                      | (766        | ) |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | (766        | )
|Exercise of stock options                                             |  | 1,063,181        |  |                           | 106   |  |                      | 12,366,024  |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 12,366,130  |  
|Restricted stock issued                                               |  | 80,000           |  |                           |      |  |                      |            |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   |            |  
|Unrealized gain on investments                                        |  |                 |  |                           |      |  |                      |            |   |                                                         |   |       |                                              |  |   | 292,897                  |   |  |   |             |   |  |   | 292,897     |  
|Amortization of deferred compensation                                 |  |                 |  |                           |      |  |                      |            |   |                                                         |   | 1,263  |                                              |  |   |                         |   |  |   |             |   |  |   | 1,263       |  
|Net loss                                                              |  |                 |  |                           |      |  |                      |            |   |                                                         |   |       |                                              |  |   |                         |   |  |   | (69,738,378  | ) |  |   | (69,738,378 | )
|                                                                      |  |                  |  |                           |       |  |                      |             |   |                                                         |   |        |                                              |  |   |                          |   |  |   |              |   |  |   |             |  
|Balance, December 31, 2006                                            |  | 45,999,543       |  |                           | 4,592 |  |                      | 529,682,107 |   |                                                         |   |       |                                              |  |   | (4,563                   | ) |  |   | (376,501,508 | ) |  |   | 153,180,628 |  
|Compensation expense under SFAS 123R                                  |  | 16,487           |  |                           | 10    |  |                      | 5,553,319   |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 5,553,329   |  
|Payments on notes granted to employees for stock options              |  |                 |  |                           |      |  |                      | 6,681       |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 6,681       |  
|Exercise of stock options                                             |  | 3,449            |  |                           |      |  |                      | 21,003      |   |                                                         |   |       |                                              |  |   |                         |   |  |   |             |   |  |   | 21,003      |  
|Unrealized gain on investments                                        |  |                 |  |                           |      |  |                      |            |   |                                                         |   |       |                                              |  |   | 369,169                  |   |  |   |             |   |  |   | 369,169     |  
|Net loss                                                              |  |                 |  |                           |      |  |                      |            |   |                                                         |   |       |                                              |  |   |                         |   |  |   | (38,342,427  | ) |  |   | (38,342,427 | )
|                                                                      |  |                  |  |                           |       |  |                      |             |   |                                                         |   |        |                                              |  |   |                          |   |  |   |              |   |  |   |             |  
|Balance, September 30, 2007                                           |  | 46,019,479       |  | $                         | 4,602 |  | $                    | 535,263,110 |   |                                                         | $ |       |                                              |  | $ | 364,606                  |   |  | $ | (414,843,935 | ) |  | $ | 120,788,383 |  
|                                                                      |  |                  |  |                           |       |  |                      |             |   |                                                         |   |        |                                              |  |   |                          |   |  |   |              |   |  |   |             |  

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



8



---

##### Table of Contents

ADOLOR CORPORATION

(A Development Stage Company)

Statements of Cash Flows

Nine months ended September 30, 2007 and 2006,
and the period from August 9, 1993 (inception) to September 30, 2007

(Unaudited)



|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|------------------------------------------------------------------------------------------------------ |  | ------------------------------- | ------------ | - | --------------------------------------------------------- | - | ------------ | - |  | - | -------------- | -
|                                                                                                       |  | Nine months ended September 30, |              |   | Period fromAugust 9, 1993(inception) toSeptember 30, 2007 |  
|                                                                                                       |  | 2007                            |              |   | 2006                                                      |   |             
|Net cash flows from operating activities:                                                              |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net loss                                                                                               |  | $                               | (38,342,427  | ) |                                                           | $ | (51,323,435  | ) |  | $ | (414,843,935   | )
|Adjustments to reconcile net loss to net cash used in operating activities:                            |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Non-cash compensation expense                                                                          |  |                                 | 5,497,809    |   |                                                           |   | 6,823,321    |   |  |   | 36,569,104     |  
|Deferred licensing fees and rent                                                                       |  |                                 | (2,585,296   | ) |                                                           |   | (3,246,903   | ) |  |   | (22,859,836    | )
|Non-cash warrant value                                                                                 |  |                                 |             |   |                                                           |   |             |   |  |   | 60,000         |  
|Depreciation expense                                                                                   |  |                                 | 1,794,628    |   |                                                           |   | 1,960,938    |   |  |   | 14,678,565     |  
|Non-cash proceeds from the trade of equipment                                                          |  |                                 |             |   |                                                           |   |             |   |  |   | 120,000        |  
|Gain on the sale of equipment                                                                          |  |                                 |             |   |                                                           |   |             |   |  |   | (42,698        | )
|Issuance of common stock for technology license agreements                                             |  |                                 |             |   |                                                           |   |             |   |  |   | 56,256         |  
|Changes in assets and liabilities:                                                                     |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Accounts receivable from agreements                                                                    |  |                                 | 2,280,430    |   |                                                           |   | (1,018,085   | ) |  |   | (998,944       | )
|Prepaid expenses and other current assets                                                              |  |                                 | 1,575,391    |   |                                                           |   | (1,148,957   | ) |  |   | (2,915,559     | )
|Other assets                                                                                           |  |                                 | 77,828       |   |                                                           |   | (5,750       | ) |  |   | (164,925       | )
|Accounts payable                                                                                       |  |                                 | (668,756     | ) |                                                           |   | (2,410,770   | ) |  |   | 1,993,945      |  
|Accrued expenses                                                                                       |  |                                 | (7,451,265   | ) |                                                           |   | 2,761,043    |   |  |   | 5,759,046      |  
|Deferred licensing fees and rent                                                                       |  |                                 |             |   |                                                           |   |             |   |  |   | 51,740,000     |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net cash used in operating activities                                                                  |  |                                 | (37,821,658  | ) |                                                           |   | (47,608,598  | ) |  |   | (330,848,981   | )
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net cash flows from investing activities:                                                              |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Purchases of equipment and leasehold improvements                                                      |  |                                 | (666,661     | ) |                                                           |   | (1,129,198   | ) |  |   | (20,806,573    | )
|Proceeds from the sale of equipment                                                                    |  |                                 |             |   |                                                           |   |             |   |  |   | 169,518        |  
|Purchase of short-term investments                                                                     |  |                                 | (107,652,936 | ) |                                                           |   | (311,323,023 | ) |  |   | (1,301,579,280 | )
|Maturities/sales of short-term investments                                                             |  |                                 | 149,000,000  |   |                                                           |   | 215,000,000  |   |  |   | 1,160,638,630  |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net cash provided by (used in) investing activities                                                    |  |                                 | 40,680,403   |   |                                                           |   | (97,452,221  | ) |  |   | (161,577,705   | )
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net cash flows from financing activities:                                                              |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net proceeds from issuance of common stock                                                             |  |                                 |             |   |                                                           |   | 135,055,435  |   |  |   | 401,379,620    |  
|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 exercise of common stock options and issuance of restricted common stock             |  |                                 | 21,003       |   |                                                           |   | 12,263,299   |   |  |   | 16,214,022     |  
|Proceeds from notes payable-related parties                                                            |  |                                 |             |   |                                                           |   |             |   |  |   | 1,000,000      |  
|Proceeds from notes payable                                                                            |  |                                 |             |   |                                                           |   |             |   |  |   | 1,832,474      |  
|Payment of notes payable                                                                               |  |                                 |             |   |                                                           |   |             |   |  |   | (1,832,474     | )
|Proceeds received on notes receivable                                                                  |  |                                 | 6,681        |   |                                                           |   | 35,809       |   |  |   | 1,032,183      |  
|Interest receivable converted to principal on notes                                                    |  |                                 |             |   |                                                           |   | (766         | ) |  |   | (135,761       | )
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net cash provided by financing activities                                                              |  |                                 | 27,684       |   |                                                           |   | 147,353,777  |   |  |   | 498,591,973    |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Net increase in cash and cash equivalents                                                              |  |                                 | 2,886,429    |   |                                                           |   | 2,292,958    |   |  |   | 6,165,287      |  
|Cash and cash equivalents at beginning of period                                                       |  |                                 | 3,278,858    |   |                                                           |   | 1,729,099    |   |  |   |               |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  
|Cash and cash equivalents at end of period                                                             |  | $                               | 6,165,287    |   |                                                           | $ | 4,022,057    |   |  | $ | 6,165,287      |  
|                                                                                                       |  |                                 |              |   |                                                           |   |              |   |  |   |                |  



9



---

##### Table of Contents

|                                                                                                               |  |                                 |         |                                                           |   |         |  |   |           
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | --------------------------------------------------------- | - | ------- |  | - | ----------
|                                                                                                               |  | Nine months ended September 30, |         | Period fromAugust 9, 1993(inception)
toSeptember 30, 2007
|                                                                                                               |  | 2007                            |         | 2006                                                      |  
|Supplemental disclosure of cash flow information:                                                              |  |                                 |         |                                                           |   |         |  |   |           
|Cash paid for interest                                                                                         |  | $                               |        |                                                           | $ |        |  | $ |          
|Cash received from sale of Pennsylvania research and development tax credits                                   |  |                                 | 142,938 |                                                           |   | 551,158 |  |   | 694,096   
|Supplemental disclosure of non-cash financing activities:                                                      |  |                                 |         |                                                           |   |         |  |   |           
|Unrealized gains on available for sale securities, net                                                         |  |                                 | 369,169 |                                                           |   | 430,863 |  |   | 364,606   
|Deferred compensation from issuance of common stock, restricted common stock and common stock options          |  |                                 |        |                                                           |   |        |  |   | 24,496,376
|Issuance of common stock for technology license agreements or for services                                     |  |                                 |        |                                                           |   |        |  |   | 19,589    
|Conversion of Series A through H (excluding D) 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 financial statements.



10



---

##### Table of Contents

Adolor Corporation

(A Development Stage Company)

Notes to Financial Statements

September 30, 2007

(Unaudited)

1. ORGANIZATION AND BUSINESS
ACTIVITIES

Adolor Corporation (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 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 (GI) tract. The Company is collaborating with Glaxo Group Limited (Glaxo) for the global development and commercialization of Entereg in multiple
indications. The Company is also developing a product that combines alvimopan with an opioid analgesic. In addition, the Company is developing delta opioid agonists, one of which is currently in Phase II clinical testing. The Companys other
product candidates are in preclinical development for treating moderate-to-severe pain conditions.

In April 2007, the Company announced
the results from Study 014, a Phase III long-term safety study of alvimopan (Entereg) in patients taking opioids for chronic non-cancer pain and experiencing OBD, and the impact those results have on the current development program.
Preliminary results from Study 014 showed an increase in myocardial infarctions and all cardiovascular serious adverse events reported by patients treated with Entereg compared to placebo. The preliminary results of Study 014 also showed an
imbalance in the incidence of neoplasms (benign, malignant, skin cancers and unspecified, including polyps) and an increase in the incidence of fractures reported in patients receiving Entereg, compared to placebo. At that time, Glaxo put the
OBD development program on-hold and withdrew the protocol for an additional Phase III safety and efficacy study in patients with OBD (Study 015). In addition, Glaxo stopped Study 101684, an extension of Study 008 in a cancer pain population. In June
2007, the FDA placed the alvimopan Investigational New Drug Applications (INDs) on clinical hold pending submission and analysis of additional information and notification by the FDA that clinical studies with alvimopan may resume. The
Company and Glaxo currently have no studies ongoing with alvimopan. The Companys request for removal of the clinical hold is currently under review by the FDA. There can be no assurance the FDA will lift the clinical hold on alvimopan INDs.

In August 2007, the FDA accepted as complete, the Companys response to the November 2006 approvable letter for Entereg for
the management of POI. The FDA informed the Company that the response is considered a complete class 2 response with a Prescription Drug User Fee Act (PDUFA) goal date of February 10, 2008. There can be no assurance that
Entereg will be approved by the FDA for management of post-operative ileus (POI) or any other indication.

Currently, the
Companys revenues are derived from its collaboration agreement with 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, 2007 aggregated approximately $414.8 million, and the Company expects to continue to incur substantial losses in future periods. The Company is highly dependent on the
success of its research, development and licensing efforts and, ultimately, upon regulatory approval and market acceptance of its products under development, particularly its lead product candidate, Entereg.

Interim Financial Information

The information at
September 30, 2007 and for the periods ended September 30, 2007 and 2006 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 U.S. generally accepted accounting principles. The interim results are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in
conjunction with the audited financial statements for the year ended December 31, 2006 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2007.

Use of Estimates

The preparation of financial
statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Companys financial statements and accompanying notes. The estimates made
are principally in the areas of contract revenue recognition and research and development expense accruals. Management bases its estimates on historical experience and various assumptions that are believed to be reasonable under the circumstances.
Actual results could differ materially from those estimates.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48), an interpretation of Statement of Financial Accounting Standards (SFAS) No. 109,



11



---

##### Table of Contents

Accounting for Income Taxes (SFAS 109). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with SFAS 109. FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon
examination. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest
amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. FIN 48 was adopted by the Company on January 1, 2007. The adoption of FIN 48 did not have an impact on the Companys results of operations
and financial position.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements (SFAS 157). SFAS
157 clarifies the definition of fair value, establishes a framework for measuring fair value and expands disclosures on fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007. The Company does not expect the adoption of SFAS 157 to have a material impact on its results of operations and financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 permits entities to measure many financial instruments and certain other items
at fair value at specified election dates. Under SFAS 159, any unrealized holding gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. If elected, the fair value
option (1) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (2) is irrevocable (unless a new election date occurs); and (3) is applied only to entire
instruments and not to portions of instruments. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS 159 to have a material impact on its results of operations and financial
position.

In June 2007, the FASB ratified the consensus reached in Emerging Issues Task Force Issue No. 07-03 (Issue
No. 07-03), Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities. Issue No. 07-03 requires that nonrefundable advance payments for future research
and development activities should be deferred and capitalized. Such amounts should be recognized as an expense as goods are delivered or the related services are performed. Issue No. 07-03 is effective for fiscal years beginning after
December 15, 2007. The Company does not expect the adoption of Issue No. 07-03 to have a material impact on its results of operations and financial position.

3. COMPREHENSIVE LOSS

The following is the reconciliation of net loss to comprehensive loss for
the three and nine months ended September 30, 2007 and 2006:



|                                                       |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|------------------------------------------------------ |  | -------------------------------- | ----------- | - | ------------------------------- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                       |  | Three months ended September 30, |             |   | Nine months ended September 30, |  
|                                                       |  | 2007                             |             |   | 2006                            |   |             | 2007 |  |   | 2006        |  
|Net loss                                               |  | $                                | (13,539,305 | ) |                                 | $ | (18,172,534 | )    |  | $ | (38,342,427 | ) |  | $ | (51,323,435 | )
|Unrealized gains on available for sale securities, net |  |                                  | 390,519     |   |                                 |   | 295,892     |      |  |   | 369,169     |   |  |   | 430,863     |  
|                                                       |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  
|Comprehensive loss                                     |  | $                                | (13,148,786 | ) |                                 | $ | (17,876,642 | )    |  | $ | (37,973,258 | ) |  | $ | (50,892,572 | )
|                                                       |  |                                  |             |   |                                 |   |             |      |  |   |             |   |  |   |             |  

4. SHORT-TERM INVESTMENTS

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

The following summarizes the Companys short-term investments
at September 30, 2007 and December 31, 2006:



|                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|------------------------------------------------- |  | ---- | ----------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -----------
|                                                  |  | Cost |             | Grossunrealizedgains |   | Grossunrealizedlosses |  |   | Fair value
|U.S. Government obligations at September 30, 2007 |  | $    | 140,940,650 |                      | $ | 364,606               |  |   |           |   |  | $ | 141,305,256
|                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            
|U.S. Government obligations at December 31, 2006  |  | $    | 182,287,714 |                      | $ | 55,186                |  | $ | (59,749    | ) |  | $ | 182,283,151
|                                                  |  |      |             |                      |   |                       |  |   |            |   |  |   |            

Short-term investments at September 30, 2007 and December 31, 2006 had maturities of up to twelve
months.



12



---

##### Table of Contents

5. CONTRACT REVENUES

Contract revenues for the three months and nine months ended September 30, 2007 and 2006 consist of the following:



|                                           |  |                                  |           |                                 |   |           |  |      |           |  |   |           
|------------------------------------------ |  | -------------------------------- | --------- | ------------------------------- | - | --------- |  | ---- | --------- |  | - | ----------
|                                           |  | Three months ended September 30, |           | Nine months ended September 30,
|                                           |  | 2007                             |           | 2006                            |   | 2007      |  | 2006
|Amortization of up-front license fees      |  | $                                | 821,134   |                                 | $ | 1,041,669 |  | $    | 2,463,401 |  | $ | 3,125,007 
|Collaborative agreement cost reimbursement |  |                                  | 998,944   |                                 |   | 3,599,469 |  |      | 2,983,299 |  |   | 5,737,701 
|Co-promotion revenue                       |  |                                  |          |                                 |   | 633,450   |  |      |          |  |   | 1,938,975 
|                                           |  |                                  |           |                                 |   |           |  |      |           |  |   |           
|Total contract revenues                    |  | $                                | 1,820,078 |                                 | $ | 5,274,588 |  | $    | 5,446,700 |  | $ | 10,801,683
|                                           |  |                                  |           |                                 |   |           |  |      |           |  |   |           

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 March 2016, the estimated performance period under the collaboration agreement. Revenue related
thereto of approximately $0.8 million, $1.0 million, $2.5 million and $3.1 million was recognized in each of the three-month and nine-month periods ended September 30, 2007 and 2006, respectively. The estimated performance period was
extended in 2006 by two years based on the second approvable letter from the FDA that was received in November 2006.

External expenses for
research and development and marketing activities incurred in the United States by each entity are reimbursed by the other party pursuant to contractually agreed percentages. Reimbursement amounts owed to the Company by Glaxo are recorded gross on
the statements of operations as contract revenues. The Company recorded collaborative agreement cost reimbursement revenues of approximately $1.0 million, $3.6 million, $3.0 million and $5.7 million, respectively, in each of the three-month and
nine-month periods ended September 30, 2007 and 2006, respectively, under this arrangement. As of September 30, 2007, approximately $1.0 million was receivable from Glaxo for reimbursement of expenses incurred by the Company pursuant to
the collaboration agreement.

The decrease in co-promotion revenue from 2006 to 2007 was due to the expiration of the Arixtra co-promotion
agreement with Glaxo on December 31, 2006.

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 the
Company 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. For example, because the POI product was not commercially sold as of December 31, 2005, Glaxo now possesses the right to terminate the collaboration agreement with
respect to the POI product and the OBD chronic product.

6. STOCKHOLDERS EQUITY

Equity-based compensation

During the
three-month and nine-month periods ended September 30, 2007, the Company granted approximately 149,000 and 1,798,000 common stock options to employees, respectively. During the three-month and nine-month periods ended September 30, 2007, the
Company granted 100,000 and 285,000 common stock options to non-employee directors, respectively. The employee stock options vest monthly over a four-year period beginning from the date of grant and were granted with an exercise price equal to the
fair market value of the Companys common stock on the date of grant. The non-employee director options vest over twelve months and were granted with an exercise price equal to the fair market value of the Companys common stock on the
date of grant. The fair value of the options granted during the three-month and nine-month periods ended September 30, 2007 was $0.6 million and $7.6 million, respectively, and such amount will be amortized over the applicable service period.
For the three months and nine months ended September 30, 2007, compensation expense recognized related to all outstanding common stock options was $1.5 million and $5.0 million, respectively.

During the three-month and nine-month periods ended September 30, 2007, the Company granted 15,000 and 326,000 deferred stock awards to employees,
respectively. The deferred stock awards entitle the employee to receive shares of Company common stock upon the earlier of the approval of Entereg for POI or the eighteen-month anniversary (three-year anniversary for Vice Presidents and
above) of the award date. In addition, non-employee directors received 16,487 shares of stock on May 16, 2007. For the three-month and nine-month periods ended September 30, 2007, compensation expense related to common stock awards was
$0.2 million and $0.6 million, respectively.



13



---

##### Table of Contents

7. RESTRUCTURING CHARGE

On December 14, 2006, the Company announced that it had disbanded its sales force of approximately 35 people and had made other selected reductions to the Companys work force. This reduction was due to the
November 2006 FDA approvable letter and subsequent delay to possible market entry for the Companys lead product, Entereg.

The
reduction in the Companys work force resulted in a severance charge of $2.5 million, of which none was paid in 2006. Approximately $2.4 million was paid out during the nine months ended September 30, 2007 and the accrued severance balance
at September 30, 2007 was $0.1 million.

8. 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 the Companys common stock between September 23, 2003 and January 14, 2004. The complaint alleges violations of Section 10(b) and Section 20(a) of the Securities
Exchange Act of 1934, 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. This suit has been consolidated with three subsequent actions asserting similar claims under the caption: In re Adolor Corporation Securities Litigation,No. 2:04-cv-01728. On December 29, 2004, the district court
issued an order appointing the Greater Pennsylvania Carpenters Pension Fund as Lead Plaintiff. The appointed Lead Plaintiff filed a consolidated amended complaint on February 28, 2005. That complaint purported to extend the class period,
so as to bring claims on behalf of a putative class of Adolor shareholders who purchased stock between September 23, 2003 and December 22, 2004. The complaint also adds as defendants the Companys Board of Directors, asserting claims
against them and the other defendants for violation of Section 11 and Section 15 of the Securities Act of 1933 in connection with the Companys public offering of stock in November 2003. The Company and the management and director
defendants moved to dismiss the complaint on April 29, 2005. The plaintiffs responded to the motion to dismiss on June 28, 2005, and the defendants reply was filed on August 12, 2005. 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. On November 12, 2004, the
Derivative Plaintiff filed an amended complaint. On December 13, 2004, the Company filed a motion challenging the standing of the Derivative Plaintiff to file the derivative litigation on its behalf. On December 13, 2004, the
Companys directors and officers moved to dismiss the complaint for failure to state a claim. Plaintiffs responded to the Companys and the directors and officers motions on January 27, 2005. The Company and the directors
and officers filed reply briefs on February 18, 2005.

The Company has not accrued any amount in the financial statements as of
September 30, 2007 for these matters.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Various statements made in this Quarterly Report on Form 10-Q are forward-looking 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:



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



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



| |  |  | analysis and interpretation of data by us or our collaborators;
| | - |  | ---------------------------------------------------------------



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



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



14



---

##### Table of Contents

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



| |  |  | 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 in Part II Item 1A. Risk Factors of this Quarterly Report and 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.

The following discussions should be read in conjunction with our
Financial Statements and related notes thereto included elsewhere in this Quarterly Report and the Risk Factors in Part II Item 1A. of this Quarterly Report.

Company Overview

We are a development stage biopharmaceutical corporation that was formed in 1993. Since inception, we have
specialized in the discovery and development of prescription pain management products and expect to commercialize products that are successfully developed. We have a number of product candidates in various stages of development, ranging from
preclinical studies to pivotal clinical trials. Our most advanced product candidate, Entereg (alvimopan), is designed to selectively block the unwanted effects of opioid analgesics on the gastrointestinal (GI) tract. For the
global development and commercialization of Entereg as a monotherapy, we are collaborating with Glaxo in multiple indications. Separately, we are also developing products that combine alvimopan with an opioid analgesic. In addition to
products based on alvimopan, we are developing delta opioid agonists, one of which is currently in Phase II clinical testing. Additional product candidates are in preclinical development for the treatment of moderate-to-severe pain conditions.

Entereg(alvimopan)

Opioid analgesics provide pain relief by stimulating opioid receptors located in the central nervous system. There are, however, opioid receptors throughout the body, including the GI tract. By binding to the
receptors in the GI tract, opioid analgesics can slow gut motility and disrupt normal GI function that allows for the passage, absorption and excretion of ingested solid materials. This disruption can cause patients to experience significant
discomfort and abdominal pain and may result in their reducing or eliminating their pain medication.

Enteregis a small molecule,
mu-opioid receptor antagonist intended to block the adverse side effects of opioid analgesics on the GI tract without affecting analgesia. Entereghas been under development for both acute and chronic conditions. The acute indication
is for the management of post operative ileus (POI), a GI condition characterized by the slow return of gut function that can result from GI or other surgeries. The chronic indication is for the treatment of opioid bowel dysfunction
(OBD), which is a condition characterized by a number of GI symptoms, including constipation, that often results from chronic use of opioid analgesics to treat persistent pain conditions.

In April 2002, we entered into a collaboration agreement with Glaxo for the exclusive worldwide development and commercialization of Entereg for
certain indications. We are responsible for development of acute indications, such as POI, and Glaxo is responsible for development of chronic indications, such as OBD. In the United States, we and Glaxo are co-developing Enteregand intend
to share profits that result from the sale of the product. For commercial sales of Enteregfor POI in the United States, we would receive 45% and Glaxo would receive 55% of the net sales less certain agreed upon costs, subject to certain
adjustments. After the first three years, each partys share would become 50%. For commercial sales of Enteregfor OBD in the



15



---

##### Table of Contents

United States, we would receive 35% and Glaxo would receive 65% of the net sales less certain agreed upon costs, subject to certain adjustments. Under the
collaboration agreement, we have the right to convert our right to receive a profit share for OBD in the United States to a royalty on net sales of 20%. Outside the United States, Glaxo is responsible for the development and commercialization of
Entereg, and we would receive royalties on net sales. We may receive additional milestone payments under the collaboration agreement upon the successful achievement, if any, of certain clinical and regulatory objectives, including up to $40.0
million related to the POI indication and up to $25.0 million related to the OBD indication.

POI Clinical Development Program

Regulatory Overview

We have completed four Phase III clinical studies of Entereg for the management of POI, and submitted a New Drug Application (NDA) for Entereg 12 mg capsules to the Food and Drug Administration (FDA) in
June 2004. Additionally, Glaxo has completed a Phase III study evaluating Entereg in POI conducted in Europe, Australia and New Zealand (Study 001). Our NDA was amended in April 2005 to include data from Study 001.

In April 2007, we announced the results from Study 014, a Phase III long-term safety study of alvimopan (Entereg) in patients taking opioids for
chronic non-cancer pain and experiencing OBD, and the impact those results have on the current development program. Preliminary results from Study 014 showed an increase in myocardial infarctions and all cardiovascular serious adverse events
reported by patients treated with Entereg compared to placebo. The preliminary results of Study 014 also showed an imbalance in the incidence of neoplasms (benign, malignant, skin cancers and unspecified, including polyps) and an increase in
the incidence of fractures reported in patients receiving Entereg, compared to placebo. At that time, Glaxo put the OBD development program on-hold and withdrew the protocol for an additional Phase III safety and efficacy study in patients
with OBD (Study 015). In addition, Glaxo stopped Study 101684, an extension of Study 008 in a cancer pain population. In June 2007, the FDA placed the alvimopan Investigational New Drug Applications (INDs) on clinical hold pending
submission and analysis of additional information and notification by the FDA that clinical studies with alvimopan may resume. We and Glaxo currently have no studies ongoing with alvimopan. Our request for removal of the clinical hold is currently
under review by the FDA. There can be no assurance the FDA will lift the clinical hold on alvimopan INDs.

In August 2007, the FDA accepted
as complete, our response to the November 2006 approvable letter for Entereg for the management of POI. The FDA informed us that the response is considered a complete class 2 response with a Prescription Drug User Fee Act (PDUFA)
goal date of February 10, 2008. There can be no assurance that Entereg will be approved by the FDA for management of POI or any other indication.

In November 2006, we announced the receipt of our second approvable letter from the FDA for Entereg 12 mg capsules, under review for the management of POI by acceleration of GI function following bowel
resection surgery. An approvable letter is a letter from the FDA to an NDA applicant indicating that the FDA may approve the NDA if specific additional information is submitted or specific conditions are agreed upon. The November 2006 approvable
letter indicated that before the application for Entereg may be approved, it would be necessary to provide the twelve-month safety data, including analysis of serious cardiovascular events from study 767905/014 (Study 014), which was an
ongoing safety study being conducted by Glaxo in OBD. The FDAs review of the NDA for POI included a six-month interim analysis of Study 014. The Study 014 interim analysis showed an increase, which was not statistically significant, in the
reported incidence of serious cardiovascular adverse events in patients receiving alvimopan as compared to patients receiving placebo. The FDA also requested a risk management plan.

In July 2005, we received our first approvable letter from the FDA. The July 2005 approvable letter indicated that before the application for
Entereg may be approved, it would be necessary to provide additional proof of efficacy to the FDA to support the use of Entereg following bowel resection surgery. The FDA indicated that this may be achieved by demonstrating
statistically significant results in at least one additional clinical study, and that this could potentially be addressed with positive results from our Study 14CL314 (Study 314). Results from Study 314 were announced in February 2006. The FDA also
indicated that we must provide justification that the median reduction in time to gastrointestinal recovery seen in bowel resection patients treated with Entereg is clinically meaningful. Following completion of Study 314, we submitted a
complete response to the July 2005 NDA approvable letter. The FDA issued the November 2006 NDA approvable letter at the conclusion of its review.

Clinical Overview

Our Entereg POI Phase III clinical program in support of the NDA submitted in June 2004 included
four studies. 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



16



---

##### Table of Contents

in these three efficacy studies was time to recovery of GI function (GI3), 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). GI3 was included as one of the secondary endpoints in the study. Glaxo also completed a Phase III study
(Study 3B 767905/001), Study 001, evaluating Entereg in POI.

We have also conducted an additional study in support of our pending
NDA, Study 314. The protocol for Study 314 provided that the initial dose of Entereg should be administered 30 to 90 minutes prior to surgery, as compared to our previous Phase III studies where the first dose was required to be administered
at least 120 minutes prior to surgery. The primary endpoint of Study 314 is time to recovery of GI function, GI2, 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 bowel movement, whichever occurred last. Study 314 was also designed to evaluate certain secondary endpoints.

Study
302. 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 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 the probability of achieving the
endpoint. A hazard ratio of 1.5 means that subjects receiving the drug are 50% more likely to achieve the endpoint, on average, during the course of the data collection period. Statistical analyses estimate the probability that an effect is produced
by the drug. This probability is generally expressed as a P value which is an estimate of the probability that any difference measured between the drug group and the placebo group occurred by chance. For example, when a P value is
reported as P<0.05, the probability that the study demonstrated a drug effect by chance is less than 5%.

Study
313. 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 primary endpoint of the study 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.

Study 306. 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 enroll only 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. The results in GI3, one of the secondary endpoints in
the study, were not statistically significant as compared to placebo.

Study 308. 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 have been 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.



17



---

##### Table of Contents

Study 001. In December 2004, we reported top-line results from a Phase III clinical
study of Entereg in POI, Study 001. Study 001 was conducted in Europe, Australia and New Zealand by Glaxo and enrolled 741 bowel resection patients, and 170 radical hysterectomy patients. The prespecified primary analysis group only included
the bowel resection patients. The primary endpoint results (GI3) of the study were (Cox proportional hazard model) for the 6 mg group, hazard ratio = 1.22 (P=0.042); and for the 12 mg group, hazard ratio = 1.13 (P=0.20), each as compared to placebo.
These results are not statistically significant; due to the multiple dose comparison to a single placebo group, a P-value of less than 0.025 would be required in the 6 mg dose group to be considered statistically significant. The most frequently
observed adverse events were nausea, vomiting and pyrexia.

Study 314. In February 2006, we announced top-line results of
our Phase III clinical study, POI 14CL314, which enrolled 654 patients scheduled to undergo large or small bowel resection. For the primary GI2 endpoint of Study 314, a statistically significant difference was achieved as compared to placebo (Cox
proportional hazard model) hazard ratio = 1.53, P<0.001. A statistically significant difference in favor of Entereg was achieved for each of the secondary time to event endpoints. Under the protocol, patients were randomized to receive
placebo or 12 mg of Entereg twice daily. The most frequently observed adverse events were nausea, vomiting and abdominal distension.

The GI2 endpoint was also measured in each of our prior studies. The data for the effect on time to GI2 recovery for bowel resection patients (MITT population) for the 12 mg dose of Entereg as an additional analysis is as follows: in
Study 302, the hazard ratio was 1.400 and the P-value 0.029; in Study 308, the hazard ratio was 1.365 and the P-value 0.017; in Study 313, the hazard ratio was 1.625 and the P-value <0.001; and in Study 001, the hazard ratio was 1.299 and the
P-value 0.008.

OBD Clinical Development Program

In April 2007, we and Glaxo announced the preliminary results for Study 014 and also announced that the current development program for OBD was being put
on-hold and the Special Protocol Assessment that had been submitted to the FDA for an additional Phase III safety and efficacy study in patients with OBD (Study 015), was being withdrawn by Glaxo. At that time, Glaxo stopped Study 101684, an
extension of Study 008 in a cancer pain population, which had 15 patients receiving treatment.

Additionally, on June 11, 2007, we and
Glaxo announced that the FDA had placed the alvimopan INDs on clinical hold pending submission and analysis of the complete clinical data from Study 014, Study 101684 and the final study reports from the two-year carcinogenicity studies in mice and
rats.

We and Glaxo submitted complete responses to the FDA requesting a release of the clinical hold for all alvimopan INDs. In September
2007, we announced that the FDA had informed us that it needed additional time to complete its review of the submissions for release of the clinical hold on the alvimopan INDs and as a result, the clinical hold for all alvimopan INDs remains in
effect. The INDs will remain on clinical hold until the FDA has completed its review and notified us and Glaxo that clinical studies with alvimopan may resume. There can be no assurance that the FDA will lift the clinical hold allowing us and Glaxo
to resume clinical testing of alvimopan.

Glaxo has conducted several other clinical studies of Entereg for the treatment of OBD in
patients taking opioid analgesics for persistent pain conditions. In September 2006, we and Glaxo announced the top-line results from two Phase III registration studies, Studies SB-767905/012 (Study 012) and SB-767905/013 (Study 013) of alvimopan
for the treatment of OBD in patients with chronic non-cancer pain, and one Phase IIb study, Study 767905/008 (Study 008) in patients with chronic cancer pain taking opioids and experiencing symptoms associated with OBD.

Study 014. In April 2007, we and Glaxo announced the preliminary results from Study 014. Study 014 was a Phase III, double-blind,
placebo-controlled (12 month) study designed to evaluate the long-term safety and tolerability of Entereg 0.5 mg twice daily in patients taking opioids for chronic non-cancer pain and experiencing OBD. A total of 805 patients were enrolled
into the study and randomized 2:1; a total of 538 patients received alvimopan and 267 received placebo. Preliminary results show the proportion of patients experiencing serious adverse events was 13% in Entereg treated patients and 11% in
placebo patients. Preliminary results also showed an increase in myocardial infarctions in patients treated with alvimopan (7 or 1.30%) as compared with patients treated with placebo (0) and in all cardiovascular serious adverse events
reported by patients treated with Entereg (14 or 2.60%) as compared with patients treated with placebo (3 or 1.12%). The cardiovascular data from Study 014 were reviewed by an Independent Drug Monitoring Committee established by
Glaxo. Study 014 also showed an imbalance in the incidence of neoplasms (benign, malignant, skin cancers and unspecified, including polyps), with 15 neoplasms reported in patients receiving Entereg (2.8%) and 2 in patients receiving
placebo (0.7%). Of these, 4 Entereg (0.7%) and 1 placebo (0.4%) malignant neoplasms were categorized as serious adverse events. An increase in the incidence of fractures was also observed in patients receiving Entereg.



18



---

##### Table of Contents

Study 012. In September 2006, we and Glaxo announced top-line results from a Phase III
clinical study of Entereg in OBD, Study 012, a randomized, double-blind, placebo-controlled, multi-center study under which patients were randomized to one of two Entereg arms (0.5 mg once daily or 0.5 mg twice daily) or to placebo for
twelve weeks of treatment. Study 012 enrolled 518 patients with chronic non-cancer pain who had experienced symptoms of OBD, defined as having less than 3 SBMs (defined as bowel movements with no laxative in the previous 24 hours) a week plus one or
more bowel movement symptoms (incomplete evacuation, straining, hard/small pellets) for 25% of bowel movements. This study achieved statistical significance for the primary endpoint, the proportion of patients who had a weekly average of three or
more SBMs and an increase from baseline of one or more SBMs a week over the 12-week treatment period. In patients treated with alvimopan 0.5 mg twice daily, 72% met the primary endpoint compared with 48% of patients receiving placebo (P < 0.001).
In patients treated with alvimopan 0.5 mg once daily, 61% met the primary endpoint compared with 48% of patients receiving placebo (P=0.065).

Study 013. In September 2006, we and Glaxo also announced top-line results from a Phase III clinical study of Entereg in OBD, Study 013, a randomized, double-blind, placebo-controlled, multi-center study under which
patients were randomized to one of two Entereg arms (0.5 mg once daily or 0.5 mg twice daily) or to placebo for twelve weeks of treatment. Study 013 enrolled 485 patients with chronic non-cancer pain and its enrollment criteria and endpoints
were identical to Study 012. In both groups of patients treated with alvimopan, 0.5 mg twice and once daily, over the 12-week treatment period, 63% met the primary endpoint, compared with 56% of patients receiving placebo (P=0.214 and P=0.259
respectively). These results are not statistically significant.

Entereg was generally well tolerated in Studies 012 and 013.
Adverse events affecting the GI tract were the most common in both studies occurring in 24-33% of alvimopan-treated patients, compared with 22% on placebo. These included abdominal pain, diarrhea, nausea and vomiting.

Study 008. In September 2006, we and Glaxo also announced top-line results from a Phase IIb clinical study of Entereg in patients
with chronic cancer pain taking opioids and experiencing symptoms associated with OBD, Study 008. Study 008 enrolled 233 patients. The primary endpoint in this study was the change in frequency of spontaneous complete bowel movements (SCBMs),
defined as a bowel movement with no laxative use in the previous 24 hours that provides the subject with a feeling of complete evacuation. The average weekly change from baseline for the three week treatment period was 1.9, 1.8 and 2.1 SCBMs for
patients treated with alvimopan 0.5 mg twice daily, 1.0 mg once and twice daily, respectively, compared to 1.6 SCBMs in those receiving placebo. These differences were not statistically significant. The safety and tolerability of Entereg in
this cancer pain study were similar to that seen in the placebo group.

Study SB767905/011 (Study 011). In March 2005, we
and Glaxo announced top-line results from a Phase IIb study of Entereg in OBD. In Study 011, in 522 non-cancer patients with OBD, all three oral Entereg dosage regimens achieved statistically significant effects on the primary and
secondary endpoints compared with placebo. The primary endpoint was the change from baseline in weekly frequency of SBMs over the first half of the 6-week treatment period. All groups reported an SBM frequency of approximately 1 per week during
the baseline period. The average weekly change from baseline over weeks 1-3 was 3.36 SBM for the Entereg 0.5 mg, twice daily treatment group, 3.29 SBM for the Entereg 1 mg, once daily treatment group and 4.17 SBM for the Entereg
1 mg, twice daily treatment group compared to 1.65 SBM for the placebo group. All Entereg treatment groups were statistically significantly different from placebo at the P<0.001 level. In this Phase IIb study, adverse events affecting the
GI tract were the most common, occurring in 30%-43% of Entereg treated patients, compared to 36% on placebo. The most frequently reported adverse events were abdominal pain, nausea and diarrhea, and GI adverse events were also the most common
reason for study withdrawal.

Combination Product Program

We have been developing an analgesic product candidate that combines alvimopan and an opioid analgesic. This combination is intended to produce the pain
relief of an opioid while reducing constipating side effects. During the second quarter of 2006, we commenced a Phase II dose ranging study in which alvimopan was co-administered with hydrocodone/APAP, Study 228. With the data from Study 014, we
suspended enrollment in Study 228 in rotator cuff surgery patients. During the second quarter 2007, we discontinued Study 228.

We also
filed an IND for a co-formulated hydrocodone/APAP and alvimopan product and have completed a Phase I pharmacokinetic study which showed comparable drug levels in the co-formulated product and co-administered products.

We are not currently conducting clinical studies in the Combination Product Program while the alvimopan INDs remain on clinical hold.



19



---

##### Table of Contents

Delta Agonist Program

Through a proprietary research platform based on cloned, human opioid receptors, we have identified a series of novel, orally active delta agonists
that selectively stimulate the deltaopioid receptor. The delta receptor is one of three opioid receptors that modulate pain; the other receptors being the mu and kappa receptors. Today, all marketed opioid drugs interact
with the mu receptors in the brain and spinal cord.

On the basis of preclinical evaluation in animal models of human conditions,
one might expect a delta agonist to show effect in inflammatory pain, among other pain conditions. In addition, delta agonists are thought to modulate other biological processes that may manifest themselves in disease states or
conditions such as overactive bladder and depression.

During the third quarter of 2006, we commenced a Phase I clinical trial of ADL5859
designed to investigate the safety, tolerability and pharmacokinetics of a single dose of ADL5859 in healthy volunteers. We completed this single dose study in the fourth quarter of 2006. We also conducted a Phase I multi-dose clinical trial of ADL
5859, which we completed in the second quarter of 2007.

In July 2007, we initiated a Phase II clinical study of ADL5859 in dental pain. In
October 2007, we initiated a Phase II clinical study of ADL5859 in inflammatory pain associated with rheumatoid arthritis.

We are
conducting preclinical testing of our second delta compound, ADL5747.

Discovery / In-Licensing

Our pain research efforts initially focused on designing small molecules to target peripheral opioid receptors as a means of avoiding the centrally
mediated side effects of currently available opioid analgesics. While work continues on the selective targeting of peripheral opioid receptors, new research is using advancements in molecular biology and medicinal chemistry to design molecules to
avoid prototypical opioid receptor-induced side effects. In addition, our discovery research team is actively assessing other, non-opioid pain targets. The overall goal of these programs is to develop medications that produce pain relief equal to or
superior to traditional narcotics, while reducing or eliminating typical narcotic side effects.

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

Competitive Environment

We operate
in a highly regulated and competitive environment. 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.

Commercialization

We
intend to maintain a strategic marketing group to support our research and development efforts and commercial activities. We do not currently maintain a sales force to sell any products we may develop. We had previously built a 35-person sales force
intended to sell Entereg in the hospital market, but disbanded this sales force in December 2006.

In our collaboration agreement
with Glaxo for the POI indication for Entereg, we are required to provide a limited number of full-time equivalent sales personnel to sell the product. Under that agreement, we may request that Glaxo perform such sales effort, at our expense.
If Glaxo does not choose to do so, we may engage a contract sales organization to provide such services. The discontinuation of our sales force does not affect the profit sharing arrangement in our collaboration agreement with Glaxo.

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.

In June 2004, we entered into a distribution agreement with Glaxo under which, upon our receipt of regulatory approvals, Glaxo would perform certain
distribution and contracting services for Entereg on our behalf for a fee. Outside the United States, we intend to rely on Glaxo for sales and marketing of Entereg, and expect to supply Glaxo with bulk capsules for commercial sale for
POI under a supply agreement we entered into with Glaxo in September 2004.



20



---

##### Table of Contents

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.

Collaboration and Other Agreements 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. Additionally, in the third quarter of 2004, we received and 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 under the collaboration agreement upon the successful achievement, if any, of certain clinical and regulatory objectives, including up to $40.0 million related to the POI indication and up to $25.0
million related to the chronic OBD indication. 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 are co-developing Enteregand intend to share profits that result from the sale of product. For commercial sales of Entereg for POI in the United
States, we would receive 45% and Glaxo would receive 55% of the net sales less certain agreed upon costs, subject to certain adjustments. After the first three years, each partys share would become 50%. For commercial sales of
Entereg for OBD in the United States, we would receive 35% and Glaxo would receive 65% of the net sales less certain agreed upon costs, subject to certain adjustments. Under the collaboration agreement, we have the right to convert
our right to receive a profit share for OBD in the United States to a royalty on net sales of 20%. 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 OBD. Outside the United States, Glaxo is responsible for the development and commercialization of Entereg for all indications, and we would receive royalties on net sales, if any.

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. For example, because the POI product was not commercially sold as of December 31, 2005, Glaxo now possesses the right to terminate the collaboration agreement with respect to the POI product and the OBD chronic product.

In June 2004, we entered into a distribution agreement with Glaxo under which, upon our receipt of regulatory approvals, Glaxo will perform certain
distribution and contracting services for Entereg on our behalf for a fee. Outside 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.

External expenses for research and development and marketing activities incurred
by each entity 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 statements of operations as cost reimbursement under
collaborative agreement revenue. Amounts reimbursable to Glaxo by us are recorded as research and development or marketing expense, as appropriate, on our statements of operations.

Liquidity and Capital Resources

We
have experienced negative operating cash flow 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 $147.5 million at September 30, 2007 and $185.6 million at December 31, 2006, representing 93.7% and 92.5% of our total assets, respectively. The decrease was primarily due to the use of cash in the Companys
operating activities. We invest excess cash in United States Treasury obligations.



21



---

##### Table of Contents

We believe that our current financial resources and sources of liquidity are adequate to fund operations
into 2010 based upon our expectations of the level of research and development, marketing and administrative activities necessary to achieve our strategic objectives.

The following is a summary of selected cash flow information for the nine months ended September 30, 2007 and 2006:



|                                                    |  |                                 |             |   |      |   |             |  
|--------------------------------------------------- |  | ------------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                    |  | Nine Months Ended September 30, |            
|                                                    |  | 2007                            |             |   | 2006 |  
|Net loss                                            |  | $                               | (38,342,427 | ) |      | $ | (51,323,435 | )
|Adjustments for non-cash operating items            |  |                                 | 4,707,141   |   |      |   | 5,537,356   |  
|                                                    |  |                                 |             |   |      |   |             |  
|Net cash operating loss                             |  |                                 | (33,635,286 | ) |      |   | (45,786,079 | )
|Net change in assets and liabilities                |  |                                 | (4,186,372  | ) |      |   | (1,822,519  | )
|                                                    |  |                                 |             |   |      |   |             |  
|Net cash used in operating activities               |  | $                               | (37,821,658 | ) |      | $ | (47,608,598 | )
|                                                    |  |                                 |             |   |      |   |             |  
|Net cash provided by (used in) investing activities |  | $                               | 40,680,403  |   |      | $ | (97,452,221 | )
|                                                    |  |                                 |             |   |      |   |             |  
|Net cash provided by financing activities           |  | $                               | 27,684      |   |      | $ | 147,353,777 |  
|                                                    |  |                                 |             |   |      |   |             |  

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

Overall Cash Outflows

Net operating cash outflows of $37.8 million for the nine months ended September 30, 2007 resulted primarily from research and development expenditures associated with our product candidates, including clinical development and
manufacturing costs for Entereg, and compensation costs, as well as marketing, general and administrative expenses.

We expect to
continue to use cash resources to fund operating losses. We expect to continue to incur operating losses in the remainder of 2007 and beyond due to continuing research and development expenses relating to product development programs. Further, we
may license or acquire product candidates which would require additional cash outlays.

Cash Outflows-Internal Research and Development
Costs

Our internal research and development costs for the three-month and nine-month periods ended September 30, 2007 were $4.6
million and $14.3 million, respectively, after adjustment for non-cash compensation and depreciation expenses. We expect these costs will continue at approximately this level in near-term periods.

Cash Outflows-External Research and Development Program Costs

External program costs totaled $5.7 million and $15.2 million for the three-month and nine-month periods ended September 30, 2007, respectively.

Program activities for the balance of 2007 may include:

Entereg  POI

We filed a complete response to the November 2006 approvable
letter in the third quarter of 2007. We expect to incur expenses for activities supporting the filing, as well as for manufacturing activities.

Third quarter of 2007 POI program costs, including manufacturing expenses, totaled $1.0 million, and it is estimated that expenses may continue at these approximate levels in near-term periods.

Entereg  OBD

In April 2007, we and Glaxo announced the preliminary results from the completed Study 014 and also announced the current development program for Entereg in OBD is on hold while findings from Study 014 are evaluated.
Future spending associated with this program in near-term periods is not estimable at this time.

Combination Product
Program

We have no studies ongoing in our Combination Product Program.



22



---

##### Table of Contents

Delta Program

We completed Phase I clinical testing of ADL5859 and began Phase II testing in the second quarter of this year. We are also preparing to
file an IND on our second delta compound, ADL5747. In addition, we expect to incur manufacturing development costs related to our Delta compounds. Third quarter of 2007 Delta program expenses totaled $3.3 million and it is estimated that spending in
near-term periods will continue at approximately this level in near-term periods.

Cash Outflows-Marketing, General and Administrative
Expenses

General and administrative expenses totaled $3.6 million in the third quarter of 2007 after adjustment for
non-cash compensation and depreciation expenses, and we expect that these expenses will continue at approximately this level in near-term periods.

External marketing expenses totaled $1.0 million in the third quarter of 2007 and it is estimated that spending in near-term periods will increase as we prepare to launch Entereg.

Cash Flows-Other

We
expect cash inflows relating to contract revenues to be reduced in near-term periods due to decreased expenses incurred by us which are reimbursable by Glaxo. Cash inflows relating to interest income will be reduced as well due to declining
investment balances.

The first quarter of 2007 saw significant reductions in accrued expenses and accounts payable as
liability balances were reduced from year end levels through payment of restructuring costs, personnel costs and contracts.

Net Cash
Provided by (Used in) Investing Activities and Investing Requirements Outlook

Net cash provided by investing activities for the nine
months ended September 30, 2007 was primarily due to the maturities of investment securities, net of purchases. Capital expenditures in 2007 and 2006 were primarily for laboratory equipment and information technology to support our research and
development activities. The cash flows from investing activities in 2006 reflect the purchase of investments using proceeds from our stock offering in February 2006.

We expect to continue to fund operations 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

Net cash inflows provided by financing activities were not significant for the nine months ended
September 30, 2007. Net cash inflows provided by financing activities for the nine months ended September 30, 2006 were primarily due to our sale of 5,750,000 shares of common stock at $25.00 per share. We received net proceeds from the
offering of approximately $135.1 million. In addition, we received $12.3 million upon the exercise of stock options in the nine months ended September 30, 2006.

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 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. Although we received approvable letters from the FDA for
Entereg in July 2005 and November 2006, there is no assurance that the FDA will approve Entereg in the future. 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 $147.5 million as of September 30, 2007 will be sufficient to fund operations into 2010.

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 $1.8 million and
$5.3 million for the three months ended September 30, 2007 and 2006, respectively, and were $5.4 million and $10.8 million for the nine months ended September 30, 2007 and 2006, respectively. The decrease in revenues for the three months
and nine months ended September 30, 2007 was primarily due to a decrease in expenses incurred by us and that are reimbursable by Glaxo under our collaboration agreement of $2.6 million and $2.8 million, respectively. In addition, co-promotion
revenues decreased $0.6 million and $1.9 million, respectively, from our Arixtra co-promotion agreement with Glaxo, which terminated in 2006, combined with a decrease in amortization of up-front license fees due to an extension of the performance
period by two years.



23



---

##### Table of Contents

Research and development expenses were approximately $11.4 million and $15.5 million for the three months
ended September 30, 2007 and 2006, respectively, and were $32.9 million and $43.1 million for the nine months ended September 30, 2007 and 2006, respectively. This decrease was principally due to decreased expenses relating to our
Entereg program and sterile lidocaine patch program, partially offset by the increase in expenses related to our Delta program.

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. These expenses totaled $5.7 million and $6.5 million for
the three months ended September 30, 2007 and 2006, respectively, and approximately $17.7 million and $19.4 million for the nine months ended September 30, 2007 and 2006, respectively. These internal research and development expenses are
largely related to our Entereg, Delta and other discovery programs. External expenses include expenses incurred with clinical and pre-clinical research organizations, contract manufacturers and other third-party vendors and can be allocated
to significant research and development programs as follows:



|                                |  |                                  |           |                                 |   |           |  |      |            |  |   |           
|------------------------------- |  | -------------------------------- | --------- | ------------------------------- | - | --------- |  | ---- | ---------- |  | - | ----------
|                                |  | Three months ended September 30, |           | Nine months ended September 30,
|                                |  | 2007                             |           | 2006                            |   | 2007      |  | 2006
|Entereg POI Program             |  | $                                | 968,021   |                                 | $ | 3,302,718 |  | $    | 3,868,062  |  | $ | 6,239,441 
|Entereg OBD Program             |  |                                  | 123,044   |                                 |   | 2,472,569 |  |      | 845,439    |  |   | 7,859,839 
|Combination Product Program     |  |                                  | 301,109   |                                 |   | 1,101,162 |  |      | 1,516,669  |  |   | 3,013,188 
|Sterile Lidocaine Patch Program |  |                                  |          |                                 |   | 730,121   |  |      | 4,326      |  |   | 2,704,313 
|Delta Program                   |  |                                  | 3,318,828 |                                 |   | 791,450   |  |      | 6,956,818  |  |   | 2,052,636 
|Other Programs                  |  |                                  | 1,031,954 |                                 |   | 586,728   |  |      | 2,026,962  |  |   | 1,800,101 
|                                |  |                                  |           |                                 |   |           |  |      |            |  |   |           
|Total                           |  | $                                | 5,742,956 |                                 | $ | 8,984,748 |  | $    | 15,218,276 |  | $ | 23,669,518
|                                |  |                                  |           |                                 |   |           |  |      |            |  |   |           

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 outflows from such programs are expected to be incurred, are not reasonably
estimable.

Marketing, general and administrative expenses. Our marketing, general and administrative expenses decreased to
$5.8 million for the three months ended September 30, 2007 from $10.5 million for the three months ended September 30, 2006, and to $17.1 million for the nine months ended September 30, 2007 from $26.1 million for the
nine months ended September 30, 2006. The decrease principally related to decreased personnel expenses, including expenses primarily associated with the sales force disbanded in December 2006, as well as lower marketing and sales expenses.

Interest income.Our interest income decreased to $1.9 million and $6.2 million for the three months and nine months ended
September 30, 2007 from $2.5 million and $6.5 million, respectively, for the three months and nine months ended September 30, 2006. This was primarily due to a decrease in investments resulting from the use of cash in operations.

Other income. Our other income decreased to $0.1 million for the nine months ended September 30, 2007 from $0.5 million
for the nine months ended September 30, 2006, and primarily represents cash received from the sale of a portion of our Pennsylvania research and development tax credits.

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, 2007 aggregated $414.8 million, and we expect to continue to incur substantial losses in future periods. We
expect that our operating losses in future periods will be the result of continued research and development expenses relating to Entereg and expenses relating to other product development programs, as well as costs incurred in preparation for
the potential commercialization of Entereg.

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, they may not be sustained on a continuing basis.



24



---

##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

A substantial portion of our assets consists of investment grade fixed income securities (U.S. Treasury obligations). 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, expect to 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
amount of the investment portfolio at September 30, 2007 was $141.3 million, and the weighted-average interest rate return on the portfolio was 4.8%, with maturities of investments of up to 12 months.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

For the quarterly period ended September 30, 2007, we carried out an evaluation, under the supervision and with the
participation of our management, including our President and Chief Executive Officer and our Vice President, Finance 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(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, as of the end of the period covered by this report.

Our management, including our President and Chief Executive Officer and our Vice President, Finance and Chief Financial Officer, does not expect that our
disclosure controls and procedures will prevent all errors or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met and our
disclosure controls and procedures are designed to provide this reasonable assurance. Based upon the evaluation discussed above, our President and Chief Executive Officer and our Vice President, Finance and Chief Financial Officer concluded that, as
of September 30, 2007, our disclosure controls and procedures were effective at providing such reasonable assurance. Because of inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three-month period ended September 30, 2007 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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) 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. This suit has been consolidated with three subsequent actions asserting
similar claims under the caption: In re Adolor Corporation Securities Litigation,No. 2:04-cv-01728. On December 29, 2004, the district court issued an order appointing the Greater Pennsylvania Carpenters Pension Fund as Lead
Plaintiff. The appointed Lead Plaintiff filed a consolidated amended complaint on February 28, 2005. That complaint purported to extend the class period, so as to bring claims on behalf of a putative class of Adolor shareholders who purchased
stock between September 23, 2003 and December 22, 2004. The complaint also adds as defendants the Companys Board of Directors, asserting claims against them and the other defendants for violation of Section 11 and
Section 15 of the Securities Act of 1933 in connection with the Companys public offering of stock in November 2003. The Company and the management and director defendants moved to dismiss the complaint on April 29, 2005. The
plaintiffs responded to the motion to dismiss on June 28, 2005, and the defendants reply was filed on August 12, 2005. 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. On November 12, 2004, the Derivative Plaintiff filed an amended complaint. On December 13,
2004, the Company filed a motion challenging the standing of the Derivative Plaintiff to file the derivative litigation on its behalf. On December 13, 2004, the Companys directors



25



---

##### Table of Contents

and officers moved to dismiss the Complaint for the failure to state a claim. Plaintiffs responded to the Companys and the directors and
officers motions on January 27, 2005. The Company and the directors and officers filed reply briefs on February 18, 2005.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

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, Entereg, 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 for any indication, the FDA would have to approve Entereg for commercial sale. Drug development is a highly uncertain process. Entereg has been under development in two indications, POI and OBD. With respect to POI, we
received our second approvable letter from the FDA for Entereg in November 2006; however, there is no assurance that the FDA will approve Entereg for POI in the future.

In April 2007, we and Glaxo announced the results from Study 014, a Phase III long-term safety study of alvimopan (Entereg) in patients taking
opioids for chronic non-cancer pain and experiencing OBD, and the impact those results have on the current development program. Preliminary results from Study 014 showed an increase in myocardial infarctions and all cardiovascular serious adverse
events reported by patients treated with Entereg compared to placebo. The preliminary results of Study 014 also showed an imbalance in the incidence of neoplasms (benign, malignant, skin cancers and unspecified, including polyps) and an
increase in the incidence of fractures in patients receiving Entereg compared to placebo. At that time, Glaxo put the OBD development program on-hold and withdrew the protocol for an additional Phase III safety and efficacy study in patients
with OBD (Study 015). In addition, Glaxo stopped Study 101684, an extension of Study 008 in a cancer pain population, and we discontinued Study 228. In June 2007, the FDA placed the alvimopan INDs on clinical hold.

We and Glaxo have requested that the FDA lift the clinical hold for all alvimopan INDs and the request is currently under review by the FDA. We and Glaxo
currently have no studies ongoing with alvimopan and will not be able to conduct clinical studies with alvimopan until the FDA completes its review and notifies us that clinical studies with alvimopan may resume. The FDA may not lift the clinical
hold on the alvimopan INDs.

In August 2007, the FDA accepted as complete, our response to the November 2006 approvable letter for
Entereg for the management of POI. The FDA informed us that the response is considered a complete class 2 response with a PDUFA goal date of February 10, 2008. There can be no assurance that Entereg will be approved by the FDA for
management of POI or any other indication.

We have received two approvable letters from the FDA for Entereg in POI and our NDA for
Entereg may not be approved.

In November 2006, we received a second approvable letter from the FDA for Entereg in POI. The
approvable letter indicated that before the application for Entereg may be approved, it would be necessary to provide the twelve-month safety data, including analysis of serious cardiovascular events, from Study 014, a safety study which was
conducted by Glaxo in OBD. The FDA also requested a risk management plan. The Study 014 interim analysis submitted to the FDA in September 2006 showed an increase in the reported incidence of serious cardiovascular adverse events in patients
receiving Entereg as compared to patients receiving placebo.

Preliminary results from completed Study 014 announced in April 2007
showed an increase in myocardial infarctions and all cardiovascular serious adverse events reported by patients treated with Entereg compared to placebo. Study 014 preliminary results also showed an imbalance in the incidence of neoplasms
(benign, malignant, skin cancers and unspecified, including polyps) in patients receiving Entereg compared to placebo. Preliminary results from Study 014 also showed an increase in the incidence of fractures observed in patients receiving
Enteregcompared to placebo. These Study 014 results may make it difficult to receive FDA approval for Entereg in POI. The FDA has placed the alvimopan INDs on clinical hold. Safety results in Study 014 and other studies may not
support approval of Enteregfor OBD, POI or any other indication.

In August 2007, the FDA accepted as complete, our response to the
November 2006 approvable letter for Entereg for the management of POI. The FDA informed us that the response is considered a complete class 2 response with a PDUFA goal date of February 10, 2008. There can be no assurance that
Entereg will be approved by the FDA for management of POI or any other indication.



26



---

##### Table of Contents

In July 2005, we announced the receipt of our first approvable letter from the FDA for Entereg 12
mg capsules. The July 2005 NDA approvable letter indicated that before the application for Entereg may be approved, it would be necessary to provide additional proof of efficacy to the FDA to support the use of Entereg following bowel
resection surgery. The FDA indicated that this may be achieved by demonstrating statistically significant results in at least one additional clinical study, and that this could potentially be addressed with positive results from Study 314. The FDA
also indicated that we must provide justification that the median reduction in time to gastrointestinal recovery seen in bowel resection patients treated with Entereg is clinically meaningful. Following completion of Study 314, we submitted a
complete response to the July 2005 NDA approvable letter. The FDA issued the November 2006 NDA approvable letter at the conclusion of its review.

There is no assurance that the FDA will conclude that the results of the Enteregstudies support the approval of Entereg in POI. FDA approval of our NDA is contingent on many factors, including a favorable risk/benefit
assessment by the FDA. With regard to any studies we or Glaxo may conduct, the FDA or other regulatory agencies may evaluate the results of such studies 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. There is no assurance that the FDA will not raise additional issues, or that our NDA for Entereg will ever be
approved.

The FDA has placed the Entereg INDs on complete clinical hold and we will not be able to conduct additional clinical
testing of Entereg until the FDA lifts this complete clinical hold.

In June 2007, the FDA placed the Entereg INDs on
complete clinical hold. We and Glaxo submitted complete responses to the FDA requesting a release of the clinical hold for all alvimopan INDs. The complete responses were received by the FDA on August 13, 2007. In September 2007, the FDA
informed us that it needed additional time to complete its review of the submission for release of the clinical hold on alvimopan and as a result, the clinical hold for all alvimopan INDs remains in effect. The FDA did not indicate a time frame
within which its review would be completed. There can be no assurance that we will be able to provide adequate data and analysis to satisfy the FDA that the clinical hold should be lifted.There can be no assurance that the FDA will lift the clinical
hold on the alvimopan INDs and allow clinical testing of alvimopan to resume. Additional clinical testing in OBD will be required to support any future NDA filing for use of Entereg in OBD. If the FDA does not lift the clinical hold, we and
Glaxo will not be able to conduct any such additional clinical testing.

Certain efficacy results from Phase III clinical trials
showed that the differences in the primary endpoint analyses between Entereg and placebos were not statistically significant.

Our
Entereg POI Phase III program initially consisted of four studies, POI 14CL302, POI 14CL313, POI 14CL308 and POI 14CL306. Based on the results from these studies, we submitted an NDA for Entereg 12 mg capsules in June 2004. In study
POI 14CL302, the difference from placebo in the primary endpoint, GI3, for the Entereg 12 mg treatment group was not statistically significant. In study POI 14CL308, the difference from placebo for GI3 was not statistically significant in
either the Entereg 6 mg or the 12 mg treatment groups. Even though the P-value for the 12 mg 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. In study POI 14CL306, GI3 was analyzed as one of the secondary efficacy endpoints, and the difference from placebo for this endpoint was not statistically significant.

Glaxo conducted a Phase III clinical study (Study 001) of Enteregin POI in Europe, Australia and New Zealand. Our NDA was amended in April 2005
to include data from Study 001. In this study, the difference from placebo in the primary endpoint, GI3, was not statistically significant in either the 6 mg or 12 mg treatment groups.

We and Glaxo announced top-line results from two registration Phase III studies of Entereg for the treatment of OBD in patients with chronic
non-cancer pain in September 2006. In one of those studies, Study 013, the result in the primary endpoint was not statistically significant. We and Glaxo also announced top-line results from a Phase IIb investigation of alvimopan in patients with
cancer pain treated with opioid analgesics in September 2006. The results in the primary endpoints for this Phase IIb study were not statistically significant.

These results or future results that fail to achieve statistical significance may make it more difficult to achieve regulatory approval of Enteregin POI, OBD or any other indication.



27



---

##### Table of Contents

Even if we are able to achieve regulatory approval of Entereg for use in POI, a risk management
plan may adversely affect the commercial prospects for Entereg.

The November 2006 approvable letter for the NDA for Entereg
in POI indicated that we would need to develop a risk management plan. A risk management plan may include restrictions that adversely affect the commercial prospects for Entereg.

Entereg may not be successfully developed for chronic use.

In April 2007, the current development plan for OBD was put on-hold while findings from the long-term safety study, Study 014, were evaluated. In June 2007, the FDA placed the Entereg INDs on clinical hold.
Clinical studies with Entereg may not resume until the FDA has lifted the clinical hold. We may be unable to provide the FDA with the information the FDA requires to lift the clinical hold. There is a risk that OBD clinical development
remains on hold indefinitely or that further development of Entereg in OBD is not conducted.

Preliminary results from Study 014
showed an increase in myocardial infarctions and all cardiovascular serious adverse events reported by patients treated with Entereg compared to placebo. The preliminary results of Study 014 also showed an imbalance in the incidence of
neoplasms (benign, malignant, skin cancers and unspecified, including polyps) and an increase in the incidence of fractures in patients receiving Entereg compared to placebo.

In addition, in September 2006, we along with Glaxo announced the results from two identically designed Phase III registration studies in OBD in patients
with chronic non-cancer pain conducted by Glaxo (Studies 012 and 013). Study 012 achieved statistical significance in its primary endpoint while Study 013 did not achieve statistical significance in its primary endpoint. We also announced top-line
results from a Phase IIb investigation of alvimopan in patients with cancer pain treated with opioid analgesics. The results in the primary endpoints for this Phase IIb study were not statistically significant.

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 or technologies, and we may never do so. If Entereg is not approved by the FDA, 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 risk management plan;
| | - |  | -------------------------



| |  |  | the interpretation by the medical community of the safety and clinical efficacy of Entereg;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | the potential advantages of Entereg over competitive products; and
| | - |  | ------------------------------------------------------------------



| |  |  | the 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 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 to 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.

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.



28



---

##### Table of Contents

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. For example, because the POI product was not commercially sold as of December 31, 2005, Glaxo now possesses the right to terminate the collaboration agreement
with respect to the POI product and the OBD chronic product under the collaboration agreement. 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.

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 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.

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.

Our Delta agonist program may not lead to successful drug candidates.

The Delta receptor is one of three opioid receptors (mu, delta and kappa) that modulate pain. To date there have been no
selective Delta agonist compounds successfully developed and approved by the FDA. We submitted an IND to the FDA in December 2005 to begin clinical testing of our first novel oral Delta agonist product candidate, ADL5859. In January
2006, we announced the FDA requested additional preclinical safety studies and additional information regarding our proposed Phase I protocol. Following our response to the FDAs request for additional studies and information, the FDA lifted
the clinical hold on our DeltaIND for ADL5859. We have completed a Phase I single dose and a Phase I multi-dose clinical trial of ADL5859 designed to investigate the safety, tolerability and pharmacokinetics of ADL5859 in healthy volunteers.
We have commenced Phase II testing of ADL5859. Drug development is a highly uncertain process and our Delta product candidates may not be safe or effective and we may not be successful in our Delta agonist development program.
Development of Delta agonists may not lead to commercially successful drugs.

Patient enrollment may be slow and patients may
discontinue their participation in clinical studies, which may negatively impact the results of these studies, and extend the timeline for completion of our and our collaborators development programs for our product candidates.

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;
| | - |  | ----------------------------------------------------------------



| |  |  | the 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 and our collaborators clinical studies for our product candidates 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.



29



---

##### Table of Contents

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.

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, since January 1, 2006, the closing price of our common stock reached a low of $3.19 per share on
August 2, 2007 and a high of $27.45 per share on March 2, 2006.

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.

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) 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. This suit has been consolidated with three subsequent actions asserting similar claims under the caption:In re Adolor Corporation Securities Litigation, No. 2:04-cv-01728. On December 29, 2004, the district
court issued an order appointing the Greater Pennsylvania Carpenters Pension Fund as Lead Plaintiff. The appointed Lead Plaintiff filed a consolidated amended complaint on February 28, 2005. The complaint purported to extend the class
period, so as to bring claims on behalf of a putative class of Adolor shareholders who purchased stock between September 23, 2003 and December 22, 2004. The complaint also adds as defendants our Board of Directors, asserting claims against
them and the other defendants for violation of Section 11 and Section 15 of the Securities Act of 1933 in connection with our



30



---

##### Table of Contents

public offering of stock in November 2003. We and our management and director defendants moved to dismiss the complaint on April 29, 2005. The
plaintiffs responded to the motion to dismiss on June 28, 2005, and the defendants reply was filed on August 12, 2005. We believe that the allegations are without merit and intend 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 us, 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. On November 12, 2004, the Derivative Plaintiff filed an amended complaint. On December 13, 2004, we filed a motion
challenging the standing of the Derivative Plaintiff to file the derivative litigation on its behalf. On December 13, 2004, our directors and officers moved to dismiss the complaint for failure to state a claim. Plaintiffs responded to the
Companys and our directors and officers motions on January 27, 2005. We and our directors and officers filed reply briefs on February 18, 2005.

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, 2007 of $147.5 million will be sufficient to fund operations into 2010. 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 revenue and, as of September 30, 2007, we have incurred a cumulative net loss of $414.8 million. During the calendar years ended December 31, 2006 and
2005, we incurred operating losses of $79.3 million and $60.2 million, and net losses of $69.7 million and $56.8 million, respectively. During the nine-month period ended September 30, 2007, we incurred operating losses of $44.6 million and a
net loss of $38.3 million. 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 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 preclinical 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 (cGMP). 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.



31



---

##### Table of Contents

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 a drug product
incorporating active pharmaceutical ingredients 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.

We also expect to depend on third parties to manufacture product candidates
we may acquire or in-license, and will need to develop our own internal capabilities and external relationships in that regard.

If
we are unable to fully 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 internal distribution capability, limited marketing capabilities, and no internal sales 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 fully develop a marketing and field force with technical expertise, as well as
supporting distribution capabilities. We may not be able to establish in-house 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 may be lower than if we directly marketed and sold our products, and any revenues 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, enrollment requirements, 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, including 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.



32



---

##### Table of Contents

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. There can be no assurance that these standards will remain consistent over time, further
complicating our ability to obtain marketing approvals. 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. Even if we obtain
approval and begin marketing a product, on-going clinical trials, including for other indications, may result in additional information that could affect our ability or decision to continue marketing the drug.

We intend to explore opportunities to expand our product portfolio by acquiring or in-licensing products and/or product development candidates. 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.

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 mu-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;
| | - |  | ----------------------------------------------------------------------------



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



| |  |  | effectiveness of marketing and distribution efforts by us and our collaborators; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | the risk management plan.
| | - |  | -------------------------

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. Drugs that have been on the market have safety and efficacy profiles that are generally better characterized than new drugs.

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 that compete with opioids or 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.



33



---

##### Table of Contents

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 indications like those being targeted by us in both the acute and chronic settings. There are products already on the market for use in treating irritable bowel syndrome which
may be 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 reach the commercial market and sell 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. We may not be successful in attracting or retaining
qualified individuals. 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.



34



---

##### Table of Contents

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 premarket approval 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 or delta agonist 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 is intended to 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.

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 governing manufacturing, promotion, labeling, and reporting of adverse events and
other information, as well as other regulatory requirements. Failure to comply with applicable regulatory requirements could subject us to criminal penalties, civil penalties, recall or seizure of products, withdrawal of marketing approval, total or
partial suspension of production or injunction, as well as other regulatory actions against our product or us.

If we market 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 anti-kickback statutes and false claims statutes.

The federal health care program anti-kickback 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 health care 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 anti-kickback 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 a variety of alleged promotional and marketing activities, such as allegedly providing free product to customers with the expectation that the customers would
bill federal programs for the product; reporting to pricing services inflated average wholesale prices that were then used by federal programs to set reimbursement rates; engaging in off-label promotion that caused claims to be submitted to Medicaid
for non-covered off-label uses; and submitting inflated best price information to the Medicaid Rebate Program to reduce liability for Medicaid rebates. The majority of states also have statutes or regulations similar to the federal anti-kickback 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.



35



---

##### Table of Contents

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.

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 restrictions, licensing and 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 to perform these activities and have the recordkeeping, reporting 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, including civil, administrative or criminal penalties. In addition, many individual state laws 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.

We have been developing products that contain alvimopan and an opioid. For products that
contain alvimopan and an opioid, we would be required to comply with the restrictions, licensing and regulatory requirements relating to controlled substances.

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 to the FDA an IND application. The FDA may decide not to permit the clinical trial to go forward. In addition, we, or the FDA, may suspend ongoing 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.

Our commercial success will depend in part on obtaining patent protection on our products and their uses 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.



36



---

##### Table of Contents

The results of patent litigation among third parties may cause changes to the ways patents are
interpreted, enforced and/or challenged. These changes may adversely affect our ability to protect our products.

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.

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. 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 adversely affect our and our collaborators ability to commercialize our products, 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.

If we engage in an acquisition, reorganization, 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, if and when any appropriate opportunities become available,
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.



37



---

##### Table of Contents

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. Our corporate collaborators or we may not be able to obtain insurance at a reasonable cost, if at all. There is no assurance that our
clinical trial insurance will be adequate to cover claims that may arise.

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

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. 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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These limitations make it more difficult for Glaxo to acquire us, even if such an
acquisition would benefit our stockholders. The limitations 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.



38



---

##### Table of Contents

|ITEM 6. | EXHIBITS:
|------- | ---------

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



|     |  |                                                                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Letter Agreement between the Company and David Jackson dated May 1, 2007.1,4                                                                                     
|     | 
|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                                         

---

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

|4 | Compensation plan or arrangement in which directors or executive officers are
eligible to participate.
|- | ------------------------------------------------------------------------------------------------------



39



---

##### Table of Contents

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: October 30, 2007 |  | By:                |  | /s/ Michael R. Dougherty                           
|                       |  |                    |  | Michael R. Dougherty                               
|                       |  |                    |  | President and Chief Executive Officer              
|                       |  |                   
|                       |  | By:                |  | /s/ Thomas P. Hess                                 
|                       |  |                    |  | Thomas P. Hess                                     
|                       |  |                    |  | Vice President, Finance and Chief Financial Officer



40