ADLR Adolor Corp. (MM)

See "Contingent Payment Rights" below for information on amounts the NEOs and directors would receive with respect to CPRs received in connection with the exercise of their vested and unvested Company Options (other than Company Options with an exercise price greater than $4.25 per share) if such CPRs are paid out in full.

See "Item 8. Additional Information—Information about Golden Parachute Compensation" below for further information with respect to certain of these arrangements and for a quantification of all amounts potentially payable to the NEOs in connection with the Offer and completion of the Merger.

Restricted Stock and Deferred Stock Units

        The following table sets forth the value of all outstanding Company Restricted Shares and DSUs that would vest as of the Acceptance Time, assuming that no amount will be paid with respect to CPRs received in connection with such Company Restricted Shares and in respect of Shares delivered upon settlement of DSUs. Because amounts could be paid with respect to CPRs received in connection with such Company Restricted Shares and in respect of Shares delivered pursuant to the DSUs, the actual value of the cash payments that each NEO will receive with respect to his unvested Company Restricted Shares and DSUs could differ from the values set forth in the table below. All values are shown before reduction for applicable withholding tax.

See "Contingent Payment Rights" below for further information on the amounts the NEOs would receive with respect to CPRs received pursuant to the Merger Agreement in respect of Company Restricted Shares and in respect of Shares delivered pursuant to the DSUs if such CPRs are paid out in full.

See "Item 8. Additional Information—Information about Golden Parachute Compensation" below for further information with respect to certain of these arrangements and for a quantification of all amounts potentially payable to the NEOs in connection with the Offer and completion of the Merger.

Contingent Payment Rights

        As described in Item 2(b) above, each Share tendered in the Offer shall receive the Closing Amount plus one CPR. The following table sets forth the approximate value each NEO and director of the Company would receive if the CPRs pay out $4.50 (the maximum amount payable per CPR) assuming that (i) the NEOs and directors exercise each of their Company Options with an exercise price less than or equal to $4.25 per share (and that no Company Option with an exercise price greater than $4.25 per share will be exercised) and receive in respect of each Share received upon exercise, in addition to the Closing Amount, one CPR and (ii) each holder of Restricted Shares and DSUs will receive, in addition to the Closing Amount, one CPR for each share constituting or underlying the referenced award. Because (a) the CPRs will not necessarily pay out at their full value, if they pay out at all, and (b) the NEOs and directors will not receive CPRs with respect to Shares underlying Company Options that they do not exercise or Shares that the NEOs tender in the Offer or have withheld to satisfy withholding tax obligations in connection with Company Restricted Shares and

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DSUs, the actual number of CPRs each NEO and director receives and the actual amount those CPRs pay out could differ substantially from what is set forth in the table.

See "Item 8. Additional Information—Information about Golden Parachute Compensation" below for further information with respect to certain of these arrangements and for a quantification of all amounts potentially payable to the NEOs in connection with the Offer and completion of the Merger.

2011 Incentive Compensation

        The following table sets forth the amount of the bonus that will be payable to each NEO under the Company's Incentive Compensation Plan for calendar year 2011, provided that the NEO is employed by the Company as of the Acceptance Time.

See "Item 8. Additional Information—Information about Golden Parachute Compensation" below for further information with respect to certain of these arrangements and for a quantification of all amounts potentially payable to the NEOs in connection with the Offer and completion of the Merger.

Tender and Voting Agreements

        In connection with the Offer, Parent, Purchaser and each of the Company's directors and NEOs entered into Tender and Voting Agreements (each a " Tender and Voting Agreement "). Pursuant to each Tender and Voting Agreement, the applicable director or NEO has agreed, among other things, subject to the termination of such Tender and Voting Agreement, (i) to tender in the Offer (and not to withdraw) all Shares beneficially owned by them, provided , however , that there shall be no duty to tender Shares if such action would give rise to liability under Section 16(b) of the Exchange Act, (ii) to

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vote such Shares in support of the Merger in the event stockholder approval is required to consummate the Merger, (iii) to appoint Parent as his proxy to vote such shares in connection with the Merger Agreement and (iv) not to otherwise transfer any of his Shares. Each Tender and Voting Agreement will terminate upon the termination of the Merger Agreement.

        The foregoing description of the Tender and Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Tender and Voting Agreement, which is attached as Annex II to the Merger Agreement and is incorporated by reference herein.

        (b)     Arrangements with Parent and the Purchaser.     

Merger Agreement

        The summary of the Merger Agreement and the description of the conditions to the Offer contained in the Offer to Purchase are incorporated by reference herein. Such summary and description do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which is attached to this Schedule 14D-9 as Exhibit (e)(1) and is incorporated by reference herein.

        The Merger Agreement is attached to this Schedule 14D-9 to provide the Company's stockholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about the Company or Parent in the Company's or Parent's public reports filed with the SEC. In particular, the Merger Agreement and this summary of terms are not intended to be, and should not be relied upon as, disclosures regarding any facts or circumstances relating to the Company or Parent. The representations and warranties may not be intended as statements of fact but rather as a way of allocating contractual risk between the parties to the Merger Agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure letter that the parties have exchanged and may be modified by the information contained in such disclosure letter.

Confidentiality Agreement

        On July 26, 2011, Parent and the Company entered into a Mutual Confidentiality and Non-Use Agreement (as amended, the " Confidentiality Agreement ") pursuant to which Parent has agreed that, subject to certain limitations, any information concerning the Company and its subsidiaries that is of a confidential or proprietary nature furnished to it or its advisors by or on behalf of the Company shall be held confidential. The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is attached to this Schedule 14D-9 as Exhibit (e)(2) and is incorporated herein by reference.

Item 4.    The Solicitation or Recommendation.

        (a)     Solicitation or Recommendation.     

        The Company Board, during a meeting held on October 23, 2011, by unanimous vote determined that the Offer and the Merger are advisable and in the best interests of the stockholders of the Company and approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, on the terms and subject to the conditions set forth therein. Accordingly, the Company Board unanimously recommends that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required by Delaware law, vote their Shares in favor of the adoption of the Merger Agreement in accordance with the applicable provisions of Delaware law.

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        (b)     Background of the Offer and Merger.     

        The Company's management has regularly explored and assessed, and discussed with the Company Board, potential strategic alternatives available to the Company. These alternatives included strategies to grow and expand the Company's business and operations through collaboration agreements and licensing agreements, divest assets, or possibly merge or combine the Company's operations with other companies in the pharmaceutical industry.

        Specifically, since 2008, the Company's management has been regularly engaged in exploring opportunities for its opioid induced constipation (" OIC ") program. Over the course of the last year, confidentiality agreements have been signed with eleven companies interested in Adolor's OIC program. Additionally, the Company has explored external opportunities for ENTEREG as well as discussions with regard to earlier stage development programs, such as beloxepin.

        As part of these routine outreach efforts, on March 30, 2011, employees of the Company, including Kevin Taylor, the Company's Vice President Business Development, met with employees of Parent to discuss beloxepin.

        On May 11, 2011, Mr. Taylor and an employee of Parent had a telephone conversation to follow-up on the March 30 meeting.

        On May 19, an employee of the Company met with representatives of Parent to discuss certain of the Company's programs.

        On June 15, 2011, Mr. Taylor requested a meeting with representatives of Parent at an industry conference to be held in late June in Washington, D.C.

        On June 28, Mr. Taylor met with Brad Prosek, Parent's Senior Director of Business Development, and Praveen Tipirneni, Parent's Vice President of Business Development, at that conference, where they discussed the Company's business. Following these discussions, the parties agreed to schedule a call between Michael W. Bonney, Parent's President and Chief Executive Officer, and Michael R. Dougherty, the Company's President and Chief Executive Officer.

        On July 5, 2011, Mr. Bonney called Mr. Dougherty and discussed the possibility of a strategic relationship between the companies.

        In mid-July, Mr. Dougherty called Mr. Bonney and agreed that the companies should explore the possibility of a strategic relationship. It was agreed that Parent and the Company should enter into an agreement to ensure the confidentiality of information exchanged during discussions between the companies.

        Following this discussion, the companies negotiated a confidentiality agreement which was executed on July 26. The confidentiality agreement included a standstill provision that prohibited Parent from acquiring stock of the Company, except in certain limited circumstances, for twelve (12) months.

        On August 2, 2011, management from both companies met at Parent's headquarters in Lexington, Massachusetts. During the meeting, the Company's management made confidential presentations regarding ENTEREG and its OIC program.

        On August 10, Adolor publicly announced positive, statistically significant top line results from its two Phase 2 studies of ADL5945 in chronic non-cancer pain patients with OIC. That same day, Robert J. Perez, Parent's Executive Vice President and Chief Operating Officer, called to congratulate Mr. Dougherty on these Phase 2 results. It was agreed that Parent would be granted access to the Company's electronic data room, where the Company housed confidential information, and on August 12, the Company provided Parent access.

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        On August 22, Mr. Dougherty, Mr. Bonney and Mr. Perez attended dinner together. At that dinner, they discussed the Company's programs and opportunities that may exist between Parent and the Company. Mr. Dougherty discussed his perspectives regarding the market and the undervalued nature of the Company's assets. The parties discussed the utilization of contingent payment rights in the pharmaceutical industry.

        Two days following this dinner, on August 24, the Company Board held a special meeting. The Company Board was briefed on Mr. Dougherty's recent discussions with Parent. The Company Board discussed the plan to seek an indication of interest from Parent. The Company Board also approved the appointment of Stifel, Nicolaus & Company, Incorporated (" Stifel Nicolaus ") to serve as financial advisor to the Company.

        The next day, Mr. Dougherty phoned Mr. Bonney and invited Parent to submit to the Company an indication of interest.

        On August 30, Stifel Nicolaus spoke to Morgan Stanley & Co. LLC (" Morgan Stanley "), Parent's financial advisor, to discuss a potential transaction.

        On August 31, Mr. Bonney called Mr. Dougherty to discuss the Company's strategy. Mr. Bonney expressed concern that the Company was engaging in discussions with other potential acquirers and collaborators. In response, Mr. Dougherty agreed to accelerate two due diligence calls between Parent and the Company. Those two calls were held the following day.

        At a meeting in New York City on September 6, 2011, Mr. Bonney delivered a letter to Mr. Dougherty. The letter was a non-binding indication of interest which set forth the proposed terms of a potential transaction, including the cash price and contingent payment rights, on which Parent would be willing to acquire the Company. Under the terms of Parent's letter, the Company's stockholders would receive a $4.00 per share up-front cash payment and the right to receive a $3.00 per share cash payment if ADL5945 received final FDA approval by January 1, 2017 and such approval met certain product labeling criteria. If approval was not obtained on such terms, no contingent payment would be made.

        The Company Board held a special meeting on September 8 to discuss the letter received from Parent. Representatives of Dechert LLP (" Dechert "), legal counsel to the Company, provided the Company Board with an overview of its fiduciary duties in the context of a proposed acquisition of the Company. The Company Board discussed the letter from Parent, and authorized the Company's management to conduct discussions with Parent in an effort to improve the terms of Parent's offer. The Company Board discussed at length the terms of Parent's proposal, in particular the CPR. The Company Board authorized management to intensify its ongoing outreach efforts and authorized Stifel Nicolaus to participate in discussions with other potential acquirers and strategic partners.

        Following the September 8 Company Board meeting, Company management and Stifel Nicolaus discussed on multiple occasions an extensive list of companies with which management had previous interactions regarding its programs. Management and Stifel Nicolaus discussed the companies on the list that might have a strategic interest in the Company, as well as sufficient financial resources to support an acquisition of the Company. Additional companies also were considered, and following these discussions, it was determined that outreach efforts would be undertaken by Stifel Nicolaus (in some cases with assistance from Company management) with 10 companies to gauge interest in a potential transaction with the Company. These outreach efforts occurred during the period from September 8 to October 3.

        On September 9, Mr. Dougherty and Mr. Bonney spoke by phone and arranged a meeting in Lexington, Massachusetts with Mr. Bonney to discuss the terms of Parent's offer. Mr. Dougherty indicated that the Company was seeking up-front cash consideration of $5.50 per share. Mr. Bonney indicated that Parent was not willing to offer that amount.

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        Mr. Dougherty traveled to Lexington, Massachusetts on September 12. There, Mr. Bonney and Mr. Dougherty discussed the terms of Parent's offer, including the up-front cash consideration and CPR amount and terms, and Mr. Dougherty again discussed up-front cash consideration of $5.50 per share, as well as a CPR payment of $3.50 per share. In addition, Mr. Dougherty proposed different terms upon which the CPR would be paid. Mr. Bonney also inquired about the possibility of the Company granting Parent a period of exclusivity to negotiate a transaction. Mr. Dougherty informed Mr. Bonney that the Company was not willing to grant Parent exclusivity at that time.

        Parent sent the Company a second offer letter, dated September 13, with revised terms. The Company received that letter on September 15. Mr. Bonney also called Mr. Dougherty to inform him of the terms of the letter. Under the terms of Parent's letter, the Company's stockholders would receive a $4.25 per share up-front cash payment, the right to receive a $1.75 per share cash payment if ADL5945 received final FDA approval by January 1, 2017 and such approval met certain product labeling criteria, and the right to receive a $1.75 per share cash payment if ADL5945 received final EMA approval by January 1, 2017 and such approval met certain product labeling criteria. If neither FDA nor EMA approval was obtained on such terms, no contingent payment would be made.

        The Company Board held a special meeting on September 16 during which it received an update on the negotiations with Parent, the terms of the most recent letter from Parent and the outreach efforts being conducted by Stifel Nicolaus and Company management. Stifel Nicolaus presented materials concerning valuation of the Company and comparable transactions in the pharmaceutical industry. Stifel Nicolaus also discussed the use of CPRs as a form of consideration in transactions in the pharmaceutical industry. The Company Board, with management and in executive session, discussed the merits of the proposal from Parent. The Company Board also considered the prospects of the Company on a stand-alone basis. At the conclusion of the executive session, the Company Board authorized the formation of a committee (the " Committee ") to communicate with and advise management on the negotiations with Parent, as needed. The Committee was not delegated the authority to act on behalf of the Company Board. The three members of the Committee were: David Madden, Armando Anido and George V. Hager, Jr.

        Mr. Dougherty and Mr. Bonney discussed the status of negotiations on September 16 and September 18.

        The Committee held its first meeting on September 19. The Committee reviewed valuation materials prepared by Stifel Nicolaus and discussed Mr. Dougherty's proposed counteroffer to Parent.

        On September 19, Stifel Nicolaus engaged in discussions concerning the proposed acquisition of the Company by Parent with Morgan Stanley.

        The Committee met again on September 20 to discuss Mr. Dougherty's proposed counteroffer to Parent. The Committee also reviewed materials prepared by Stifel Nicolaus concerning valuation of the Company.

        The Company Board held a special meeting on September 21. The Company Board received an update on Mr. Dougherty's proposed counteroffer to Parent. Stifel Nicolaus provided an update on its discussions with other potential acquirers and strategic partners.

        On September 21, after consultation with the Committee, the Company Board, members of the Company's senior management and representatives of Dechert and Stifel Nicolaus, Mr. Dougherty sent a counteroffer to Mr. Bonney with revised terms for a potential acquisition of the Company by Parent. Mr. Dougherty also called Mr. Bonney to inform him of the terms of the counteroffer. Under the terms of the Company's counteroffer, the Company's stockholders would receive a $4.75 per share up-front cash payment, the right to receive a $1.00 per share cash payment upon the filing of a new drug application with the FDA for ADL5945 for the treatment of OIC, the right to receive a $1.25 per share cash payment if ADL5945 received final FDA approval (to be increased to $2.50 if such approval

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met certain product labeling criteria), and the right to receive a $0.75 per share cash payment if ADL5945 received final EMA approval (to be increased to $1.50 if such approval met certain product labeling criteria). Mr. Bonney, during his call with Mr. Dougherty, indicated Parent was not willing to continue negotiations indefinitely with the Company without an exclusive right to negotiate. Mr. Dougherty informed Mr. Bonney that the Company was not willing to grant Parent exclusivity at that time. Mr. Bonney reiterated to Mr. Dougherty that Parent was not willing to increase the amount of the up-front cash payment.

        On September 23, the Committee met to discuss the current status of the negotiations with Parent.

        Mr. Dougherty and Mr. Bonney spoke again on September 23 during which Mr. Bonney verbally presented Mr. Dougherty with revised terms. Under Parent's revised terms, the Company's stockholders would receive a $4.25 per share up-front cash payment, the right to receive a $0.75 per share cash payment if ADL5945 received final FDA approval by January 1, 2017 (to be increased to $3.00 if such approval met certain product labeling criteria), and the right to receive a $0.25 per share cash payment if ADL5945 received final EMA approval by January 1, 2017 (to be increased to $1.50 if such approval met certain product labeling criteria).

        On September 26, Mr. Dougherty and Mr. Bonney spoke again, and Mr. Dougherty informed Mr. Bonney that the Company would respond to Parent's offer shortly.

        The Company Board held a special meeting on September 28. Mr. Dougherty discussed the status of negotiations with Parent as well as his plans with respect to the further negotiations of such terms. Mr. Dougherty outlined several areas for further negotiation with respect to the terms of the CPRs. These included (i) increasing the amount of the payment to be made on any approval which does not include a preferred product label, (ii) granting the opportunity to earn back the higher payment amounts for an approval which does not include a preferred product label, (iii) extending the dates by which any approval would need to be obtained to trigger a payment under the CPRs, and (iv) strengthening certain other terms of the CPRs. Stifel Nicolaus and management also presented a review of outreach efforts.

        Mr. Dougherty traveled to Lexington, Massachusetts on September 29 to meet with Mr. Bonney and discussed the points that he had outlined for the Company Board. Mr. Dougherty and Mr. Bonney came to general agreement on the substantially final financial terms for a possible transaction. Mr. Bonney again raised the issue of exclusivity, indicating that Parent required a period of exclusive negotiations between the Company and Parent.

        On September 30, Parent sent the Company a third offer letter, with revised terms generally reflecting the terms discussed by Mr. Dougherty and Mr. Bonney on September 29. Parent also sent the Company a proposed letter agreement pursuant to which the Company would be prohibited from discussing a potential strategic transaction with any third party during an exclusivity period, which Parent stated was required to continue discussions and negotiations. That same day, Mr. Bonney called Mr. Dougherty to discuss the terms of the letters.

        Mr. Dougherty, Mr. Bonney, Mr. Perez and other representatives of the Company and Parent discussed the terms of the letters on multiple occasions between October 2, 2011 and October 4, 2011.

        The Company sent revised letters to Parent on October 3 reflecting its counterproposal on the terms of the proposed acquisition of the Company by Parent and the exclusivity period.

        The Company Board held a special meeting on October 3 to receive an update on Parent's letters. Following discussions regarding the letters, the Company Board received an update on Stifel Nicolaus' discussions with other potential acquirers and strategic partners. The Company Board discussed the fact that no potential acquirers or strategic partners had made an offer for a transaction with the Company or indicated that they were prepared to make an offer soon. The Company Board considered that,

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despite the lengthy and intensive outreach efforts with respect to its OIC program, the Company had not received a term sheet or partnering proposal from a potential partner. With respect to ENTEREG, the Company Board noted that a non-binding verbal indication of interest had been received. The Company Board also considered the prospects of the Company on a stand-alone basis. The Company Board concluded that a potential transaction with Parent provided greater value to the stockholders of the Company than other available options at that time. At the conclusion of the meeting, the Company Board authorized Mr. Dougherty to enter into the exclusivity letter agreement with Parent.

        Mr. Bonney and Mr. Dougherty discussed the terms of the Company's letters on October 4. Following these discussions, Parent and the Company executed a letter agreement dated October 4, 2011, which called for an exclusivity period that would end on October 25. Later that day, Parent sent to the Company a proposed merger agreement and a proposed form of contingent payment rights agreement. Parent also sent the Company a diligence request list.

        Between October 4 and October 23, the parties negotiated the terms of the merger agreement and the form of contingent payment rights agreement. The Company sent comments to the Merger Agreement and form of contingent payment rights agreement on October 7. The Company proposed to lower the termination fee from the $14 million fee that Parent had proposed to $7 million and to narrow the scope of the non-solicitation covenant.

        Throughout this period, Parent conducted due diligence on the Company and its business. On October 10 and October 11, a number of employees and members of management of both companies, including Mr. Perez and Mr. Dougherty, held multiple meetings at the Company's headquarters in Exton, Pennsylvania.

        On October 13, 2011, representatives of the Company and Parent, including Dechert and Ropes & Gray LLP (" Ropes & Gray "), Parent's outside counsel, met in Boston, Massachusetts to negotiate the merger agreement and the form of contingent payment rights agreement.

        On October 14, Mr. Bonney and Mr. Dougherty discussed the status of negotiations. That same day, Ropes & Gray distributed revised drafts of the Merger Agreement and the form of contingent payment rights agreement.

        On October 17, representatives of the Company and Parent, including Dechert and Ropes & Gray, held further negotiations of the merger agreement and the form of contingent payment rights agreement. Later that day, Dechert distributed a revised draft of the merger agreement.

        On October 18, Dechert distributed a revised draft of the form of contingent payment rights agreement.

        On October 22, employees of the Company, including Mr. Dougherty, and employees of Parent, including Mr. Bonney, held a telephone conference to discuss outstanding diligence items.

        On October 23, Mr. Bonney called Mr. Dougherty to inform him that the board of directors of Parent had unanimously approved the proposed transaction.

        On October 23, the Company Board held a special meeting to review and discuss the negotiations with Parent, which were substantially complete. Dechert provided the Company Board with an overview of its fiduciary duties in the context of a proposed acquisition of the Company and reviewed the terms of the draft Merger Agreement and the form of contingent payment rights agreement. At the request of the Company Board, Stifel Nicolaus delivered its oral opinion (which was subsequently confirmed in writing as of October 23, 2011) to the effect that, as of that date and based on and subject to the various assumptions and limitations to be described in its written opinion, the consideration to be received by the common stockholders of the Company in the Offer and the Merger was fair to such stockholders, from a financial point of view. The full text of Stifel Nicolaus' written opinion dated October 23, 2011, which sets forth, among other things, the procedures followed, assumptions made,

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matters considered and limitations and qualifications on the review undertaken in connection with the opinion, is attached to this Schedule 14D-9 as Annex II.

        At the October 23 Company Board meeting, following the presentations by Dechert and Stifel Nicolaus, the Company Board considered the provisions of the Merger Agreement, including the respective representations, warranties and covenants and termination rights of the parties, the $10 million termination fee payable by the Company, the terms and conditions of the Top-Up Option (as defined below), including the consideration that Purchaser would pay for the Shares acquired upon exercise of the Top-Up Option, and the Company's ability to respond to certain unsolicited takeover proposals following execution of the Merger Agreement, as well as the provisions of the form of contingent payment rights agreement. The Company Board then unanimously approved the merger agreement and recommended that Adolor's stockholders tender all of their Shares pursuant to the Offer and, if applicable, vote their Shares in favor of the adoption of the Merger Agreement and the Merger. The Company Board also approved an amendment to the Company's rights plan so that it would not be triggered by the execution of the Merger Agreement, or by the Offer, the Merger or any related transactions.

        Following the October 23 Company Board meeting, Mr. Dougherty called Mr. Bonney to inform him that the Company Board had unanimously approved the proposed transaction.

        On October 24, 2011, the parties finalized the Merger Agreement and related schedules and the form of CPR Agreement. The Company and Parent then executed the Merger Agreement and issued a joint press release announcing the transaction.

        (c)     Reasons for the Recommendation of the Company Board     

        In evaluating the Merger Agreement and the Offer, the Merger and the other transactions contemplated thereby, the Company Board consulted with Adolor's management, legal counsel and financial advisor and, in recommending that Adolor's stockholders tender all of their Shares pursuant to the Offer and, if applicable, vote their Shares in favor of the adoption of the Merger Agreement and the Merger, in accordance with the applicable provisions of the DGCL, considered a number of factors, including the following:

•

Financial Condition and Prospects of the Company.   The Company Board considered the current and historical financial condition, results of operations, business and prospects of the Company as well as the Company's financial plan, prospects and need for significant financing if it were to remain an independent company. The Company Board also considered the potential long-term value of the Company taking into account the risks and future prospects of the Company.



•

Transaction Financial Terms; Premium to Market Price.   The Company Board considered both (1) the non-contingent, up-front portion of the per Share consideration of $4.25 (without interest), which represented a 121.4% premium over the closing price of the Shares on October 21, 2011, the last trading day before the Offer and the Merger were announced, and a 145.7% premium over the closing price of the Shares on September 23, 2011, and (2) the total potential per Share consideration, including the payments under the CPRs, of $8.75 (without interest), which represented a 355.7% premium over the closing price of the Shares on October 21, 2011, the last trading day before the Offer and the Merger were announced, and a 405.8% premium over the closing price of the Shares on September 23, 2011.



•

Certainty of Value.   The Company Board considered the form of consideration to be paid to holders of Shares in the Offer and the Merger and the certainty of value of the non-contingent, up-front cash portion of the per Share consideration. The Company Board also considered that the contingent cash portion provided an opportunity to share in the potential success of ADL5945, while recognizing that tendering in the Offer would cap the opportunity for

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stockholders to participate in the future growth of the Company at the value of any payments under the CPRs.

•

Strategic Alternatives.   The Company Board considered potential strategic alternatives available to the Company, as well as potential stockholder value that may be generated from remaining an independent public company. The Company Board discussed the need for significant financing to develop ADL5945, the possibility of being acquired by other companies and other transactions which might involve collaborations or divestiture of assets, as well as the potential benefits, risks and uncertainties associated with each such alternative. The Company Board also discussed the fact that (i) no potential acquirers or strategic partners had made an offer for a transaction with the Company or indicated that they were prepared to make an offer, (ii) despite the lengthy and intensive outreach efforts with respect to its OIC program, the Company had not received a term sheet or partnering proposal from a potential partner, and (iii) with respect to ENTEREG, that a non-binding verbal indication of interest had been received. The Company Board concluded that a potential transaction with Parent provided greater value to the stockholders of the Company than other available options. The Company Board believed that the Offer and the Merger provided the Company's stockholders with an attractive opportunity to receive enhanced value for their Shares.



•

Historical Trading Prices.   The Company Board considered the relationship of the Offer Price to the historical trading prices of the Shares.



•

Timing of Completion.   The Company Board considered the anticipated timing of the consummation of the transactions contemplated by the Merger Agreement, and the structure of the transaction as a tender offer for all outstanding Shares, which should allow stockholders to receive the Offer Price in a relatively short time frame, followed by the Merger in which stockholders will receive the same consideration as received in the Offer. The Company Board also considered the business reputation of Parent and its management and the substantial financial resources of Parent and, by extension, Purchaser, which the Company Board believed supported the conclusion that an acquisition transaction with Parent and Purchaser could be completed relatively quickly and in an orderly manner.



•

Opinion of the Company's Financial Advisor.   The Company Board considered the opinion of Stifel Nicolaus, and its financial presentation, dated October 23, 2011, to the Company Board that, as of that date and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the opinion, the consideration to be paid to the common stockholders of the Company in the Offer and the Merger is fair to such stockholders, from a financial point of view, as more fully described below in this Item 4 under "Opinion of the Financial Advisor to the Company" and as set forth in the full text of such opinion attached hereto as Annex II.



•

Terms of the Merger Agreement.   The Company Board considered the provisions of the Merger Agreement, including the respective representations, warranties and covenants and termination rights of the parties and termination fee payable by the Company.



•

Ability to Respond to Certain Unsolicited Takeover Proposals.   The Company Board considered the fact that the Merger Agreement prohibits the Company and its representatives and subsidiaries from, directly or indirectly, (a) initiating, soliciting or encouraging, or taking any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to an Acquisition Proposal (as that term is defined in the Merger Agreement), (b) entering into any agreement with respect to an Acquisition Proposal, or (c) engaging in negotiations or discussions with, or providing non-public information or data to, any person (other than Parent or any of its affiliates or representatives) relating to any Acquisition Proposal or granting any waiver or release under any standstill agreement. The Company Board understood that, while

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potentially having the effect of discouraging third parties from proposing a competing business combination transaction, these provisions were conditions to Parent's willingness to enter into the Merger Agreement and were believed by the Company Board to be reasonable in light of, among other things, the benefits of the Offer and the Merger to the Company stockholders. The Company Board also considered the fact that the Merger Agreement allows the Company to furnish information concerning its business, properties or assets to any person pursuant to a confidentiality agreement with terms no less favorable to the Company than those contained in the Confidentiality Agreement and negotiate and participate in discussions and negotiations with such person concerning an Acquisition Proposal if, but only if, such person has, not resulting from any knowing material violation of Section 5.2 of the Merger Agreement, submitted a written proposal to the Company relating to such Acquisition Proposal which the Company Board determines in good faith, after consultation with its financial advisor, is or is reasonably expected to lead to a Superior Proposal (as that term is defined in the Merger Agreement), subject to certain covenants and conditions, including payment of a termination fee. In addition, the Company Board considered the fact that it could terminate the Merger Agreement to accept a Superior Proposal prior to the closing of the Offer.

•

Conditions to the Consummation of the Offer and the Merger; Likelihood of Closing.   The Company Board considered the reasonable likelihood of the consummation of the transactions contemplated by the Merger Agreement in light of the conditions in the Merger Agreement to the obligations of the Purchaser to accept for payment and pay for the Shares tendered pursuant to the Offer.



•

Termination Fee.   The Company Board considered the termination fee of $10 million that could become payable pursuant to the Merger Agreement under certain circumstances, including termination of the Merger Agreement to accept a Superior Proposal.



•

Appraisal Rights.   The Company Board considered the availability of appraisal rights with respect to the Merger for Company stockholders who properly exercise their rights under the DGCL, which would give these stockholders the ability to seek and be paid a judicially determined appraisal of the "fair value" of their shares of Common Stock at the completion of the Merger.



•

Pre-Closing Covenants.   The Company Board considered that, under the terms of the Merger Agreement, the Company has agreed that it will conduct its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, that the Company will not undertake various actions related to the conduct of its business without the prior written consent of Parent. The Company Board further considered that these provisions may limit the Company's ability to pursue business opportunities that it would otherwise pursue.



•

Tax Treatment.   The Company Board considered that the Merger Consideration to be received by the holders of Shares in the Offer and the Merger might be taxable to such holders for U.S. federal income tax purposes.



•

Regulatory Approval and Third-Party Consents.   The Company Board considered the regulatory approvals and third party consents that may be required to consummate the Offer and the Merger and the prospects for receiving any such approvals and consents, if necessary.

        In making its recommendation, the Company Board was aware of and took into consideration the interests of certain Company executives, including the President and Chief Executive Officer, who is a member of the Company Board, in the Offer and the Merger as a result of the agreements referred to in Item 3 of this Schedule 14D-9 and their holding of Shares, Company Options, Company Restricted Shares and DSUs as referenced in Item 3 of this Schedule 14D-9.

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        The Company Board did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, the Company Board viewed their position and recommendations as being based on the totality of the information presented to and considered by them. Individual members of the Company Board may have given different weight to different factors.

         (d)   Opinion of Financial Advisor to the Company.

        The Company Board approved the appointment of Stifel Nicolaus to act as the Company's financial advisor in connection with a possible sale of the Company and to provide to the Company Board a fairness opinion in connection with any proposed transaction on August 24, 2011, and the Company retained Stifel Nicolaus on October 5, 2011. On October 23, 2011, Stifel Nicolaus delivered its written Opinion, dated October 23, 2011 (the " Opinion "), to the Company Board that, as of the date of the Opinion and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such Opinion, the consideration to be paid to the common stockholders of the Company in the Offer and Merger (collectively, the " Transaction ") is fair to such stockholders, from a financial point of view.

        Adolor did not impose any limitations on Stifel Nicolaus with respect to the investigations made or procedures followed in rendering its Opinion. In selecting Stifel Nicolaus, the Company Board considered, among other things, the fact that Stifel Nicolaus is a reputable investment banking firm with substantial experience advising companies in the healthcare and pharmaceutical sectors and in providing strategic advisory services in general. Stifel Nicolaus, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. In the ordinary course of its business, Stifel Nicolaus and its affiliates may actively trade the securities of Adolor and Parent for its own account and for the account of its customers and, accordingly, may at any time hold a long or short portion in such securities.

         The full text of the written Opinion of Stifel Nicolaus is attached to this Schedule 14D-9 as Annex II and is incorporated into this document by reference. The summary of Stifel Nicolaus' Opinion set forth in this Schedule 14D-9 is qualified in its entirety by reference to the full text of the Opinion. Stockholders are urged to read the Opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, other matters considered and limits of the review undertaken by Stifel Nicolaus in connection with such Opinion.

        Stifel Nicolaus' Opinion was approved by its fairness committee. The Opinion was provided for the information of, and directed to, the Company Board for its information and assistance in connection with its consideration of the financial terms of the Transaction. The Opinion does not constitute a recommendation to the Company Board as to how the Company Board should vote on any aspect of the Transaction or to any stockholder of Adolor as to whether such stockholder should tender his, her or its shares of common stock pursuant to the Offer or, if applicable, as to how any such stockholder should vote at any stockholders' meeting at which the Merger is considered, or whether or not any stockholder of Adolor should enter into a voting or stockholders' agreement with respect to the Transaction, or exercise any dissenters' or appraisal rights that may be available to such stockholder. In addition, the Opinion does not compare the relative merits of the Transaction with any other alternative transaction or business strategy which may have been available to the Company Board or the Company and does not address the underlying business decision of the Company Board or the Company to proceed with or effect the Transaction. Moreover, it does not address the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Adolor; nor does it address the fairness of the amount or nature of any compensation to be paid or payable to any of Adolor's officers, directors or

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employees, or class of such persons, in connection with the Transaction, whether relative to the consideration to be received by Adolor's stockholders or otherwise.

        In connection with its Opinion, Stifel Nicolaus, among other things:

•

reviewed the draft of the Merger Agreement, dated October 23, 2011, which is the last draft made available to Stifel Nicolaus;



•

reviewed the draft of the CPR Agreement, dated October 18, 2011, which is the last draft made available to Stifel Nicolaus;



•

reviewed and analyzed certain publicly available financial and other information for the Company, including equity research and certain relevant financial and operating data furnished to Stifel Nicolaus by the management of the Company;



•

reviewed and analyzed certain internal financial analyses, financial projections, reports and other information concerning the Company prepared by the management of the Company, including projections for the Company provided by the management of the Company (the " Company Projections ");



•

discussed with certain members of the management of the Company the historical and current business operations, financial condition and prospects of the Company and such other matters Stifel Nicolaus deemed relevant;



•

reviewed and analyzed certain operating results and the reported price and trading histories of the Company as compared to operating results and the reported price and trading histories of certain publicly traded companies Stifel Nicolaus deemed relevant;



•

reviewed and analyzed certain financial terms of the Transaction as compared to the financial terms of certain selected business combinations Stifel Nicolaus deemed relevant;



•

reviewed and analyzed, based on the Company Projections, the cash flows generated by the Company on a stand-alone basis to determine the present value of the Company's discounted cash flows;



•

performed, reviewed and analyzed a sum-of-the-parts analysis, based on the Company Projections; and



•

reviewed and analyzed such other information and such other factors, and conducted such other financial studies, analyses and investigations, as Stifel Nicolaus deemed relevant for the purposes of Stifel Nicolaus' Opinion.

        In addition, Stifel Nicolaus took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuations and its general knowledge of the industry in which the Company operates.

        In conducting its review, Stifel Nicolaus, with the Company Board's consent, relied upon and assumed, without independent verification, the accuracy and completeness of all the financial and other information that was made available, supplied, or otherwise communicated to Stifel Nicolaus by or on behalf of Adolor, or that was otherwise reviewed by Stifel Nicolaus, including, without limitation, publicly available information, and Stifel Nicolaus did not assume any responsibility for independently verifying any of such information. Stifel Nicolaus further relied upon the assurances of Adolor management that it was unaware of any facts that would make such information incomplete or misleading.

        With respect to estimates, forecasts or projections of the Company's future financial performance prepared by or reviewed with management of the Company or obtained from public sources (including the Company Projections), Stifel Nicolaus relied upon the statements of the Company's management

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that such estimates, forecasts and projections (and the assumptions and bases therefor) were reasonable and assumed that such estimates, forecasts and projections represented the best available estimates, forecasts and projections and, with respect to estimates, forecasts and projections prepared by management of the Company, were prepared in good faith on assumptions which, in light of the circumstances under which they were made, were reasonable, as has been represented and warranted by the Company or, with respect to estimates, forecasts and projections obtained from public sources, represented reasonable estimates, forecasts and projections. Such estimates, forecasts and projections were not prepared with the expectation of public disclosure and are based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such estimates, forecasts and projections. Stifel Nicolaus relied on these estimates, forecasts and projections without independent verification or analyses and does not in any respect assume any responsibility for the accuracy or completeness thereof. Stifel Nicolaus relied upon, without independent verification, the assessment of the Company's management as to the existing products and services of the Company and viability of, and risks associated with, the future products and services of the Company. Stifel Nicolaus expresses no opinion as to the Company Projections or any other estimates, forecasts and assumptions or the assumptions on which they were made.

        Stifel Nicolaus was not requested to make, and did not make, an independent evaluation, physical inspection, valuation or appraisal of the properties, facilities, assets, or liabilities of Adolor, and was not furnished with any such materials.

        Stifel Nicolaus assumed, with the Company Board's consent, that any material liabilities (contingent or otherwise, known or unknown) of the Company are set forth in its financial statements or were disclosed to Stifel Nicolaus by the Company's management. Stifel Nicolaus assumed that there has been no material change in the assets, financial condition, business or prospects of the Company since the date of the most recent relevant financial statements made available to Stifel Nicolaus. With respect to all legal matters relating to the Company, Parent and the Transaction, Stifel Nicolaus relied on the advice of legal counsel to the Company.

        Stifel Nicolaus' Opinion was limited to whether the consideration to be received by the common stockholders of the Company in connection with the Transaction is, as of the date of such Opinion, fair to such stockholders, from a financial point of view. Stifel Nicolaus expressed no view as to any other aspect or implication of the Transaction, including, without limitation, the form or structure of the Transaction, or any other agreement, arrangement or understanding entered into in connection with the Transaction or otherwise. Without limiting the generality of the foregoing, Stifel Nicolaus' Opinion does not address any legal, tax or accounting matters, including the consequences any such matters may have on the Company or its stockholders.

        For purposes of rendering its opinion Stifel Nicolaus assumed in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement and the CPR Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and the CPR Agreement and that all conditions to the consummation of the Offer and the Merger will be satisfied without waiver thereof. Stifel Nicolaus also assumed that the final forms of the Merger Agreement and the CPR Agreement will be substantially similar to the last drafts reviewed by it. Stifel Nicolaus also assumed that all governmental, regulatory and other consents and approvals required in connection with the Transaction will be obtained and that in the course of obtaining any of those consents no restrictions will be imposed or waivers made that would have an adverse effect on the contemplated benefits of the Transaction.

        Stifel Nicolaus did not consider any potential legislative or regulatory changes currently being considered by the United States Congress, the SEC, or any other governmental or regulatory bodies, or

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any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC or the Financial Accounting Standards Board. The Opinion is not a solvency opinion and does not in any way address the solvency or financial condition of the Company or any other person.

        Stifel Nicolaus' Opinion was necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to it as of, the date of the Opinion. It is understood that subsequent developments may affect the conclusions reached in Stifel Nicolaus' Opinion and that Stifel Nicolaus does not have any obligation to update, revise or reaffirm its Opinion.

        The summary set forth below does not purport to be a complete description of the analyses performed by Stifel Nicolaus, but describes, in summary form, the material elements of the presentation that Stifel Nicolaus made to the Company Board on October 23, 2011, in connection with Stifel Nicolaus' Opinion.

        In accordance with customary investment banking practice, Stifel Nicolaus employed generally accepted valuation methods and financial analyses in reaching its Opinion. The following is a summary of the material financial analyses performed by Stifel Nicolaus in arriving at its Opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses Stifel Nicolaus employed in reaching its conclusions. None of the analyses performed by Stifel Nicolaus were assigned a greater significance by Stifel Nicolaus than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by Stifel Nicolaus. The summary text describing each financial analysis does not constitute a complete description of Stifel Nicolaus' financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Stifel Nicolaus. The summary text set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by Stifel Nicolaus with respect to any of the analyses performed by it in connection with its Opinion. Rather, Stifel Nicolaus made its determination as to the fairness to the common stockholders of Adolor of the consideration to be received by such stockholders in the Transaction, from a financial point of view, on the basis of its experience and professional judgment after considering the results of all of the analyses performed.

        Except as otherwise noted, the information utilized by Stifel Nicolaus in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before October 21, 2011 and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

        In conducting its analysis, Stifel Nicolaus used five primary methodologies: selected publicly traded companies analysis; selected precedent transactions analysis; discounted cash flow analysis; sum-of-the-parts analysis; and premiums paid analysis. No individual methodology was given a specific weight, nor can any methodology be viewed individually. Additionally, no company or transaction used in any analysis as a comparison is identical to Adolor or the Transaction, and they all differ in material ways. Accordingly, an analysis of the results described below is not mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or transactions to which they are being compared. Stifel Nicolaus used these analyses to determine the impact of various operating metrics on the implied equity value of Adolor. Each of these analyses yielded a range of implied equity values, and therefore, such implied equity value ranges developed from these analyses were viewed by Stifel Nicolaus collectively and not individually.

        In delivering its Opinion to the Company Board, Stifel Nicolaus utilized the financial projections and estimates as provided by Adolor management. These projections and estimates include combined

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projections for ENTEREG and two scenarios for ADL5945: (i) the " Competitive Label Case ," which assumes that ADL5945 is approved without a competitively disadvantageous Black Box warning or Risk Evaluation and Mitigation Strategy; and (ii) the " Non-Competitive Label Case ," which assumes that ADL5945 is approved with a competitively disadvantageous Black Box warning or Risk Evaluation and Mitigation Strategy. These scenarios for ADL5945 are based on two different projections for payments under the CPR Agreement.

        Selected Companies Analysis.     Stifel Nicolaus reviewed, analyzed and compared certain financial information relating to Adolor to corresponding publicly available financial information and market multiples for the following 13 publicly traded, mid- and small-cap specialty pharmaceutical companies that are developing or have marketed products in OIC, pain or hospital-based markets, and six publicly traded, mature, specialty pharmaceutical companies that are developing or have marketed products in OIC and pain:

        Stifel Nicolaus reviewed, among other things, the range of enterprise values of the selected mid-cap and small-cap specialty pharmaceutical companies, calculated as equity value using the closing stock prices on October 21, 2011, plus the book value of debt and minority interests, less cash and equivalents, as a multiple of calendar year 2011 and 2012 estimated revenue, as provided by FactSet estimates.

        The following table sets forth, for the periods indicated, the ranges of enterprise value as a multiple of revenue utilized by Stifel Nicolaus in performing its analysis, which were derived from the selected publicly traded, mid- and small-cap specialty pharmaceutical companies identified above, and the ranges of the equity values per share for Adolor implied by this analysis.

        Stifel Nicolaus also reviewed the range of price to earnings (" P/E ") ratios of the selected publicly traded, mature, specialty pharmaceutical companies, calculated using the closing stock prices on October 21, 2011, as a multiple of calendar year 2011 and 2012 estimated earnings per share, as provided by FactSet estimates. The implied P/E ratio ranges were utilized to calculate Adolor's equity values implied by Adolor's 2017 and 2018 estimated net income in both the Competitive Label Case

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and Non-Competitive Label Case, as provided by Adolor management, and were discounted to present value at a 20% discount rate to arrive at an implied equity value per share.

        The following table sets forth, for the periods indicated, the ranges of P/E multiples utilized by Stifel Nicolaus in performing its analysis, which were derived from the selected publicly traded, mature, specialty pharmaceutical companies identified above, and the ranges of equity values per share for Adolor implied by this analysis.

        Stifel Nicolaus selected publicly traded companies on the basis of various factors, including the size of the public company and the similarity of the lines of business or therapeutic focus, although, as noted above, no public company used as a comparison is identical to Adolor. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

        Selected Precedent Transactions Analysis.     Stifel Nicolaus reviewed and analyzed certain publicly available information for the following 17 recent business combinations in the life sciences (defined as biotechnology and pharmaceutical company targets with a therapeutic focus and excluding companies with over-the-counter or generic products) industry that were announced subsequent to January 1, 2008 and where the acquired company had a marketed product or had filed an NDA.

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        The following table sets forth, for the periods indicated, the ranges of revenue multiples utilized by Stifel Nicolaus in performing its analysis, which were derived from the selected life sciences business combinations identified above, and the ranges of equity values per share for Adolor implied by this analysis.

        Because the market conditions, rationale and circumstances surrounding each of the transactions analyzed were specific to each transaction and because of the inherent differences between Adolor's businesses, operations and prospects and those of the acquired companies above, Stifel Nicolaus believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis. Accordingly, Stifel Nicolaus also made qualitative judgments concerning the differences between the characteristics of these transactions (including market conditions, rationale and circumstances surrounding each of the transactions, and the timing, type and size of each of the transactions) and the Transaction that could affect Adolor's acquisition value.

        Premiums Paid Analysis.     Stifel Nicolaus reviewed the consideration paid in 54 selected life sciences transactions involving an equity value between $50 million and $15 billion announced subsequent to January 1, 2008. Stifel Nicolaus also reviewed the premiums for the transactions identified in the "Selected Precedent Transactions Analysis" above. Stifel Nicolaus calculated the premiums paid in these transactions over the applicable, unaffected stock price of the target company on each of the trading day one trading day prior to the announcement of the acquisition offer and the trading day 20 trading days prior to the announcement of the acquisition offer.

        The following table sets forth the ranges of premiums paid utilized by Stifel Nicolaus in performing its analysis, which were derived from the selected life sciences transactions identified above, and the ranges of equity values per share of Adolor common stock implied by this analysis.

        In addition, Stifel Nicolaus also reviewed and analyzed the trading history of Adolor's common stock for various intervals prior to the announcement of the Transaction on October 24, 2011.

        The non-contingent, up-front portion of the per share consideration of $4.25 (without interest), represents a 121.4% premium over the closing price of the shares on October 21, 2011 and a 145.7% premium over the closing price of the shares on September 23, 2011.

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        Discounted Cash Flow Analysis.     Stifel Nicolaus used the Company Projections for the Competitive Label Case and the Non-Competitive Label Case for calendar years 2011 through 2030, as provided by Adolor management, to perform discounted cash flow analyses on each of the two scenarios. In conducting these analyses, Stifel Nicolaus assumed that Adolor would perform in accordance with these forecasts. Stifel Nicolaus performed an analysis of the present value of the unlevered free cash flows that Adolor management projects it will generate from the fourth quarter of 2011 through 2030. Stifel Nicolaus discounted both the cash flows projected from the fourth quarter of 2011 through 2030 and the terminal value to present value using a range of discount rates and terminal growth rates. The terminal value is calculated using 2031 unlevered free cash flow, which is assumed to be half of 2030 free cash flow given projected ADL5945 patent expiry and assumed generic competition, per Adolor management's estimates. The terminal value assumes negative perpetuity growth rates due to ADL5945 patent expiry. From this analysis, Stifel Nicolaus selected a range of discount rates from 18% to 22% and terminal growth rates from (20%) to (10%) for its valuation reference range. The discount rates were selected based on a weighted-average cost of capital analysis for the selected, publicly traded, mid- and small-cap specialty pharmaceutical companies and publicly traded, mature, specialty companies and Stifel Nicolaus estimates, adjusted to appropriately capture the approval risk of ADL5945. This analysis resulted in implied equity per share values ranging from $3.89 to $5.61 in the Competitive Label Case and implied equity per share values ranging from $1.54 to $2.36 in the Non-Competitive Label Case.

        Sum-of-the-Parts.     Stifel Nicolaus performed a sum-of-the-parts valuation by aggregating the values of Adolor's currently marketed product, ENTEREG, its late-stage clinical program, ADL5945, corporate overhead, and tax savings associated with net operating losses in order to derive a range of implied equity values per share for Adolor.

        Stifel Nicolaus calculated an implied enterprise value range for ENTEREG by applying a range of revenue multiples to projected 2012 revenue of $47 million as provided by Adolor management. From this analysis Stifel Nicolaus selected a range of revenue multiples from 2.50x to 3.00x for its valuation reference range.

        Stifel Nicolaus performed a discounted cash flow analysis for the ADL5945 development program, which is designed to provide insight into the value of ADL5945 as a function of its future cash flows. Using Adolor's management's estimates for 2011 to 2030, Stifel Nicolaus performed an analysis of the present value of the unlevered free cash flows that the ADL5945 development program could generate from the fourth quarter of 2011 through 2030. The aggregate projected cash flows were discounted to determine their present value using a range of discount rates and a cumulative range of probabilities that ADL5945 successfully completes Phase 3 trials, has an NDA filed with the FDA, and is approved by the FDA. For this analysis, Stifel Nicolaus selected a range of discount rates from 13% to 15% and a range of sensitivity to probability of success ranging from 55% to 75% for its valuation reference range. The discount rates were selected based on a weighted-average cost of capital analysis for the selected, publicly traded, mid- and small-cap specialty pharmaceutical companies and publicly traded, mature, specialty companies and Stifel Nicolaus estimates.

        Corporate overhead of $63.5 million was discounted at a non-probability adjusted rate of 14%. Discounted cash flows from tax savings associated with net operating losses of $449.4 million as of December 31, 2010 of $73.7 million (assuming the Competitive Label case) and $63.7 million (assuming the Non-Competitive Label case) were also discounted at a non-probability adjusted rate of 14%. The discount rate is based on a weighted-average cost of capital analysis for the selected, publicly traded, mid- and small-cap specialty pharmaceutical companies and publicly traded, mature, specialty companies and Stifel Nicolaus estimates.

        Stifel Nicolaus combined these sum-of-the parts valuation analyses and added Adolor's net cash balance of $23.2 million as of September 30, 2011, as provided by Adolor's management, to determine

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the implied equity value per share of Adolor in both the Competitive Label and Non-Competitive Label cases. This analysis resulted in implied equity per share values ranging from $5.44 to $7.90 in the Competitive Label Case and implied equity per share values ranging from $3.00 to $4.02 in the Non-Competitive Label Case.

Conclusion

        Based upon the foregoing analyses and the assumptions and limitations set forth in full in the text of Stifel Nicolaus' Opinion, Stifel Nicolaus was of the opinion that, as of the date of Stifel Nicolaus' Opinion, the consideration to be paid to the common stockholders of Adolor in the Transaction was fair to such stockholders, from a financial point of view.

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its Opinion, Stifel Nicolaus considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Stifel Nicolaus believes that the summary provided and the analyses described above must be considered as a whole and that selecting portions of these analyses, without considering all of them, would create an incomplete view of the process underlying Stifel Nicolaus' analyses and the Opinion; therefore, the range of valuations resulting from any particular analysis described above should not be taken to be Stifel Nicolaus' view of the actual value of Adolor.

        Stifel Nicolaus is acting as financial advisor to the Company in connection with the Transaction. It received a fee for rendering its Opinion which was not contingent upon consummation of the Transaction but is creditable against transaction fees payable to Stifel Nicolaus which are contingent upon the completion of the Transaction. Adolor has granted to Stifel Nicolaus a right of first refusal to act as underwriter, placement agent, financial advisor or in any other similar capacity, on industry standard terms, if during the term of Stifel Nicolaus' engagement by Adolor, or within 12 months of the termination thereof, Adolor pursues a financing, restructuring or an acquisition or disposition transaction. In addition, Adolor has agreed to indemnify Stifel Nicolaus for certain liabilities arising out of Stifel Nicolaus' engagement. No other material relationships existed between Stifel Nicolaus and any party to the Transaction during the two years prior to the date of Stifel Nicolaus' Opinion or are mutually understood to be contemplated in which any compensation was received or is intended to be received as a result of the relationship between Stifel Nicolaus and any party to the Transaction. Stifel Nicolaus may seek to provide investment banking services to Parent or its affiliates in the future, for which Stifel Nicolaus would seek customary compensation. See Item 5 for more details on the engagement of Stifel Nicolaus, as financial advisor.

         (e)   Certain Projected Financial Information of the Company

        The Company does not, as a matter of course, make public long-term projections as to future performance or other prospective financial information beyond the current fiscal year, and the Company is especially wary of making projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, as part of their analysis of the Offer and the Merger, the Company's management provided the Company Board and Stifel Nicolaus with certain non-public projections about the Company that were utilized by Stifel Nicolaus. These projections also were considered by the Company Board for purposes of evaluating the Offer and the Merger. The Company has included below a summary of these projections that it considered when evaluating the Offer and the Merger for the purpose of providing stockholders and investors access to certain non-public information that was furnished for these specific, limited purposes, with the caveat that such information may not be appropriate for other purposes for reasons outlined below.

        The Company's internal projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation

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of financial forecasts or with United States generally accepted accounting principles. Neither the Company's independent registered public accounting firm, nor any other independent accountants, has compiled, examined or preformed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability. The summary of these internal projections included below is not being included to influence your decision whether to tender your Shares in the Offer or, if required, vote for the Merger.

        In preparing the financial projections, the Company's management made assumptions and estimates with respect to ENTEREG regarding pricing, market penetration, competition, intellectual property, promotion costs and manufacturing costs. The Company's management also made assumptions and estimates with respect to the development and commercialization of ADL5945 regarding development costs and timing, the timing of regulatory approval and the impact on the product of different labeling possibilities, the terms and timing of partnering the product outside the United States, commercialization costs, manufacturing costs, market size and penetration, competition and intellectual property. The Company's management also assumed that the Company would need to raise at least $60 million in additional capital, when needed, in order to fund operations.

        While presented with numeric specificity, these internal projections were based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions and other matters specific to the Company's business) that are inherently subjective and uncertain and are beyond the control of the Company's management. Important factors that may affect actual results and cause these results to differ from internal projections include, but are not limited to, the factors listed in the parenthetical above as well as risks and uncertainties relating to the Company's business (including its ability to achieve strategic goals, objectives and targets over applicable periods) and other factors described in the "Risk Factors" section of the Company's Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC. These Risk Factors should be read and considered in conjunction with the internal projections. These internal projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions and matters that are subject to change. As a result, actual results may differ materially from these internal projections. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

        The inclusion of a summary of these internal projections in this Schedule 14D-9 should not be regarded as an indication that the Company or its affiliates, advisors or representatives consider these internal projections to be predictive of actual future events, and these internal projections should not be relied upon as such nor should the information contained in these internal projections be considered appropriate for other purposes. Neither the Company nor any of its affiliates, advisors, officers, directors, partners, employees or representatives can give you any assurance that actual results will not differ materially from these internal projections, and none of them undertakes any obligation to update or otherwise revise or reconcile these internal projections to reflect actual performance or circumstances existing after the date these internal projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying these projections are shown to be in error. Since the projections cover multiple years, such information by its nature becomes less meaningful and predictive with each successive year. The Company does not intend to make publicly available any update or other revision to these internal projections. Neither the Company nor any of its affiliates, advisors, officers, directors, partners, employees or representatives has made or makes any representation to any stockholder or other person regarding the Company's ultimate performance compared to the information contained in these internal projections or that the forecasted results will be achieved. The Company has made no representation to Parent, in the Merger Agreement or otherwise, concerning these internal projections. The below forecasts do not give effect

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to the Merger. The Company urges all stockholders to review the Company's most recent SEC filings for a description of the Company's reported financial results.

        As noted above under "Opinion of Financial Advisor to the Company," the Company's management provided two sets of projections. The projections set forth below in the table labeled "Competitive Label Case" assume the Competitive Label Case for ADL5945, and the projections set forth below in the table below labeled "Non-Competitive Label Case" assume the Non-Competitive Label Case for ADL5945. Both projections set forth below assume the same results for ENTEREG.

Competitive Label Case

Non-Competitive Label Case

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        (f)     Intent to Tender.     

        As discussed above, each of the Company's directors and executive officers has entered into a Tender and Voting Agreement in which each such director or executive officer has agreed (i) to tender in the Offer (and not to withdraw) all Shares beneficially owned by him, provided , however , that there shall be no duty to tender Shares if such action would give rise to liability under Section 16(b) of the Exchange Act, (ii) to vote such Shares in support of the Merger in the event stockholder approval is required to consummate the Merger, (iii) to appoint Parent as his proxy to vote such shares in connection with the Merger Agreement, and (iv) not to otherwise transfer any of his Shares. The obligations under the Tender Voting Agreements terminate upon the termination of the Merger Agreement.

        To the knowledge of the Company after reasonable inquiry, the Company and all of its executive officers and directors currently intend to tender or cause to be tendered all Shares held of record or beneficially owned by them pursuant to the Offer, provided that doing so would not give rise to liability under Section 16(b) of the Exchange Act. The foregoing does not include any Shares over which, or with respect to which, any such person acts in a fiduciary or representative capacity or is subject to the instructions of a third-party with respect to the offer.

Item 5.    Person/Assets, Retained, Employed, Compensated or Used.

        Pursuant to an engagement letter dated October 5, 2011, Stifel Nicolaus was engaged by the Company to act as financial advisor to the Company in connection with the Offer and the Merger and will receive a fee equal to approximately $3,527,000, $625,000 of which was payable upon delivery of the Opinion and the remainder of which is payable contingent upon consummation of the Offer and Merger. Stifel Nicolaus will also receive an additional fee equal to 1.5% of any payments made to holders of the CPRs. Such fee is payable at the time any payments are made with respect to the CPRs. Assuming each holder of a CPR is paid $4.50, the maximum amount payable with respect to each CPR, Stifel Nicolaus' additional fee will be equal to approximately $3,377,000. Stifel Nicolaus also will be reimbursed for all out-of-pocket expenses incurred. The Company has agreed to indemnify Stifel Nicolaus against liabilities arising out of or in connection with the services rendered and to be rendered by Stifel Nicolaus under such engagement. Stifel Nicolaus has not, in the past two years, provided financial advisory or financing services to the Company or affiliates of the Company. Stifel Nicolaus may in the future provide financial advisory and financing services to the Company and affiliates of the Company, and may receive fees for the rendering of such services.

        Neither the Company nor any person acting on its behalf has employed, retained or compensated any person to make solicitations or recommendations to the Company's stockholders on its behalf concerning the Offer or the Merger, except that such solicitations or recommendations may be made by directors, officers or employees of the Company, for which services no additional compensation will be paid.

Item 6.    Interest in Securities of the Subject Company.

        To the knowledge of the Company, no transactions in the Company's Common Stock have been effected during the past 60 days prior to the date of this Schedule 14D-9 by the Company or by any of its executive officers, directors, affiliates or subsidiaries.

Item 7.    Purposes of the Transaction and Plans or Proposals.

        (a)   Except as indicated in Items 3 and 4 above, no negotiations are being undertaken or are underway by the Company in response to the Offer that relate to a tender offer or other acquisition of the securities of the Company by the Company, any of its subsidiaries or any other person.

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        (b)   Except as indicated in Items 3 and 4 above or in Item 8 below, no negotiations are being undertaken or are underway by the Company in response to the Offer that relate to, or would result in, (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary thereof, (ii) any purchase, sale or transfer of a material amount of assets by the Company or any subsidiary thereof or (iii) any material change in the present dividend rate or policy or indebtedness or capitalization of the Company.

        (c)   Except as indicated in Items 3 and 4 above, there are no transactions, resolutions of the Company Board, agreements in principle or signed contracts entered into in response to the Offer that relate to, or would result in, one or more of the matters referred to in this Item 7.

Item 8.    Additional Information.

Appraisal Rights

        No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, each holder of Shares at the Effective Time who has neither voted in favor of the Merger nor consented thereto in writing, and who otherwise complies with the applicable statutory procedures under Section 262 of the DGCL, will be entitled to receive a judicial determination of the fair value of the holder's Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such judicially determined amount in cash, together with such rate of interest as the Delaware court may determine for Shares held by such holder. Unless the Delaware court in its discretion determines otherwise for good cause shown, this rate of interest will be five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time between the Effective Time and the date of payment and will be compounded quarterly.

        Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Merger and the market value of the Shares. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the per share price to be paid in the Merger, both of which include the CPRs. Moreover, the Company may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Shares is less than the price paid in the Offer and the Merger.

        If any holder of Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her, or its rights to appraisal as provided in the DGCL, the Shares of such stockholder will be converted into the right to receive the Merger Consideration, without interest, in accordance with the Merger Agreement. A stockholder may withdraw a demand for appraisal by delivering to the Company a written withdrawal of the demand for appraisal and acceptance of the Merger.

         The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights under Delaware law. The preservation and exercise of appraisal rights require strict and timely adherence to the applicable provisions of Delaware law which will be set forth in their entirety in the proxy statement or information statement for the Merger, unless the Merger is effected as a short-form merger, in which case they will be set forth in the notice of Merger. The foregoing discussion is not a complete statement of law pertaining to appraisal rights under Delaware law and is qualified in its entirety by reference to Delaware law.

         APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS COMPLETED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH

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THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO. STOCKHOLDERS WHO TENDER SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

Top-Up Option

        Subject to the terms and conditions of the Merger Agreement, the Company has granted Purchaser an option (the " Top-Up Option ") to purchase newly issued Shares so that, when added to the number of Shares owned by Purchaser prior to the exercise of the Top-Up Option, Purchaser will own at least 90% of the Shares then outstanding (determined on a "fully diluted basis" as defined in the Merger Agreement). The Top-Up Option may not be exercised unless, following the acceptance of Shares pursuant to the Offer (the " Acceptance Time "), Purchaser owns 70% or more of the Shares. For each Share purchased pursuant to the Top-Up Option, Purchaser will pay the greater of (i) the last reported sale price of a Share on the NASDAQ stock market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount for each Share acquired upon exercise of the Top-Up Option. The Top-Up Option shall be exercisable only after Purchaser or Parent has acquired at least 70% of the outstanding Shares.

Information about Golden Parachute Compensation.

        The following table sets forth information required by Item 402(t) of Regulation S-K regarding the compensation and benefits that will or may be paid or provided to Messrs. Dougherty, Webster, Limongelli and Maurer, each an NEO, in connection with the Merger in the circumstances described below. Regardless of the manner in which each NEO's employment terminates, each NEO is entitled to receive his base salary earned through the date of termination, unpaid expense reimbursements and unused accrued vacation days. Please note that the amounts indicated below are estimates based on multiple assumptions described herein. Some of these assumptions are based on currently available information and, as a result, the actual amounts, if any, to be received by an NEO may differ in material respects from the amounts set forth below. The Acceptance Time will constitute a "change in control" for purposes of the calculation of the compensation and benefits described below. Furthermore, for purposes of calculating such amounts, we have assumed (i) that the Acceptance Time and the Effective Time occurred on November 4, 2011 (the last practicable date prior to the filing of this Schedule 14D-9) and that the NEOs will be terminated on the same date, (ii) that all Company Options with an exercise price of less than or equal to $4.25 per share were exercised upon vesting at the Acceptance Time and the NEOs received, before any reduction for taxes, the Closing Amount and one CPR for each Share received upon exercise, and (iii) that all CPRs will pay out $4.50 per CPR (the maximum amount payable per Share with respect to a CPR) in the future. Because (a) the actual dates of the Acceptance Time and the Effective Time will be later than November 4, 2011, (b) the actual dates of the payment of the CPRs will be later than November 4, 2011, (c) the CPRs will not necessarily pay out at their full value if they pay out at all, and (d) the NEOs will not receive CPRs with respect to Shares underlying Company Options that they do not exercise or Shares constituting or underlying Company Restricted Shares or DSUs that they tender or have withheld to satisfy withholding tax obligations connected with such awards, the actual number of CPRs each NEO receives and the actual amount those CPRs pay out could differ substantially from what is set forth in the table. In addition, if the NEOs do not undergo a termination within twelve (12) months following the

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Acceptance Time, they will not be entitled to the cash payments, perquisites and benefits set forth below. All values are shown before reduction for applicable withholding tax.

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(1)

Under his letter agreement with the Company, dated October 24, 2002 and amended on each of January 26, 2004, December 14, 2006, February 21, 2008 and December 31, 2008, if Mr. Dougherty's employment is terminated by the Company without Cause or by Mr. Dougherty for Good Reason within ninety (90) days prior to and twelve (12) months following a Change in Control (as each such capitalized term is defined in the letter agreement) of the Company, Mr. Dougherty will be entitled to receive, subject to his execution of a release, a cash amount, payable in twelve (12) monthly installments, equal to the sum of (i) 1x his current base salary ($457,668) and (ii) 1x his bonus amount paid for his performance for the immediately preceding calendar year ($171,904) (double trigger benefit).

(2)

Under his letter agreement with the Company, dated June 12, 2008, if Mr. Webster's employment is terminated by the Company without Cause or by Mr. Webster for Good Reason within ninety (90) days prior to and twelve (12) months following a Change in Control (as each such capitalized term is defined in the letter agreement) of the Company, Mr. Webster will be entitled to receive a cash amount, payable in twelve (12) monthly installments, equal to the sum of (i) 1x his current base salary ($349,981) and (ii) 1x his bonus amount paid for his performance for the immediately preceding calendar year ($83,654) (double trigger benefit).

(3)

Under his letter agreement with the Company, dated August 15, 2008, if Mr. Limongelli's employment is terminated by the Company without Cause or by Mr. Limongelli for Good Reason within ninety (90) days prior to and twelve (12) months following a Change in Control (as each such capitalized term is defined in the letter agreement) of the Company, Mr. Limongelli will be entitled to receive a cash amount, payable in twelve (12) monthly installments, equal to the sum of (i) 1x his current base salary ($349,981) and (ii) 1x his bonus amount paid for his performance for the immediately preceding calendar year ($83,654) (double trigger benefit).

(4)

Under his letter agreement with the Company, dated as of January 6, 2009, if Mr. Maurer's employment is terminated by the Company without Cause or by Mr. Maurer for Good Reason within ninety (90) days prior to and twelve (12) months following a Change in Control (as each such capitalized term is defined in the letter agreement) of the Company, Mr. Maurer will be entitled to receive a cash amount, payable in twelve (12) monthly installments, equal to the sum of (i) 1x his current base salary ($285,000) and (ii) 1x his bonus amount paid for his performance for the immediately preceding calendar year ($69,006) (double trigger benefit).

(5)

Amounts set forth in this column reflect the Closing Amount ($4.25) received by each NEO at the Effective Time in connection with each share constituting or underlying each Company Restricted Share, DSU and unvested Company Option with an exercise price of less than or equal to $4.25 per share that is exercised immediately prior to the Effective Time (net of exercise price in the case of such Company Options). These amounts do not reflect the market value of the Shares at the Acceptance Time or the value of the CPRs received with respect to such Shares. Column 5 ("Other") sets forth the maximum amount that could be paid per CPR for each CPR received at the Effective Time in connection with such shares.

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(6)

The Company has entered into equity award agreements with Mr. Dougherty granting him Company Options, Company Restricted Shares and DSUs. Pursuant to these equity award agreements and the Merger Agreement, 100% of Mr. Dougherty's outstanding unvested awards will vest at the Acceptance Time (single trigger benefit). The amount set forth in the table above reflects the aggregate value of the unvested Company Options, Company Restricted Shares and DSUs that will fully vest at the Acceptance Time. It was assumed for purposes of this valuation that Mr. Dougherty will exercise his unvested Company Options upon vesting at the Acceptance Time (other than Company Options with an exercise price greater than $4.25 per share) and will receive $4.25 in respect of each Share received upon exercise plus one CPR pursuant to the Merger Agreement. The value of the unvested Company Options that will vest at the Acceptance time was determined by multiplying (i) the number of Shares underlying the unvested options by (ii) the difference between $4.25 and the applicable exercise price of each Company Option, which has a total value of $647,903. The value of the accelerated Company Restricted Shares and DSUs (which pursuant to the Merger Agreement will be settled in Shares) was determined by multiplying (i) the number of Shares constituting or underlying the referenced Restricted Shares and DSUs by (ii) $4.25 (the Closing Amount), which has a total value of $2,098,438.

(7)

The Company has entered into equity award agreements with Mr. Webster granting him Company Options and DSUs. Pursuant to these equity award agreements and the Merger Agreement, 100% of Mr. Webster's outstanding unvested awards will vest at the Acceptance Time (single trigger benefit). The amount set forth in the table above reflects the aggregate value of the unvested Company Options and DSUs that will fully vest at the Acceptance Time. It was assumed for purposes of this valuation that Mr. Webster will exercise his unvested Company Options upon vesting at the Acceptance Time (other than Company Options with an exercise price greater than $4.25 per share) and will receive $4.25 in respect of each Share received upon exercise plus one CPR for each underlying Share pursuant to the Merger Agreement. The value of the unvested Company Options that will vest at the Acceptance time was determined by multiplying (i) the number of Shares underlying the unvested Company Options by (ii) the difference between $4.25 and the applicable exercise price of each Company Option, which has a total value of $199,277. The value of the accelerated DSUs (which pursuant to the Merger Agreement will be settled in Shares) was determined by multiplying (i) the number of Shares underlying the DSUs by (ii) $4.25 (the Closing Amount), which has a total value of $600,313.

(8)

The Company has entered into equity award agreements with Mr. Limongelli granting him Company Options and DSUs. Pursuant to these equity award agreements and the Merger Agreement, 100% of Mr. Limongelli's outstanding unvested awards will vest at the Acceptance Time (single trigger benefit). The amount set forth in the table above reflects the aggregate value of the unvested Company Options and DSUs that will fully vest at the Acceptance Time. It was assumed for purposes of this valuation that Mr. Limongelli will exercise his unvested Company Options upon vesting at the Acceptance Time (other than Company Options with an exercise price greater than $4.25 per share) and will receive $4.25 in respect of each Share received upon exercise plus one CPR pursuant to the Merger Agreement. The value of the unvested Company Options that will vest at the Acceptance time was determined by multiplying (i) the number of Shares underlying the unvested Company Options by (ii) the difference between $4.25 and the applicable exercise price of each Company Option, which has a total value of $275,313. The value of the accelerated DSUs (which pursuant to the Merger Agreement will be settled in Shares) was determined by multiplying (i) the number of Shares underlying the DSUs by (ii) $4.25 (the Closing Amount), which has a total value of $812,813.

(9)

The Company has entered into equity award agreements with Mr. Maurer granting him Company Options and DSUs. Pursuant to these equity award agreements and the Merger Agreement, 100% of Mr. Maurer's outstanding unvested awards will vest upon a Change in Control (single trigger

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benefit). The amount set forth in the table above reflects the aggregate value of the unvested Company Options and DSUs that will fully vest at the Acceptance Time. It was assumed for purposes of this valuation that Mr. Maurer will exercise his unvested Company Options upon vesting at the Acceptance Time (other than Company Options with an exercise price greater than $4.25 per share) and will receive $4.25 in respect of each Share received upon exercise plus one CPR. The value of the unvested Company Options that will vest at the Acceptance time was determined by multiplying (i) the number of Shares underlying the unvested Company Options by (ii) the difference between $4.25 and the applicable exercise price of each option, which has a total value of $191,557. The value of the accelerated DSUs (which pursuant to the Merger Agreement will be settled in Shares) was determined by multiplying (i) the number of Shares underlying the DSUs by (ii) $4.25 (the Closing Amount), which has a total value of $632,188.

(10)

Under their letter agreements with the Company, each of Messrs. Dougherty, Webster, Limongelli and Maurer and their spouses and dependents are entitled to continuation of their medical, dental and life insurance coverage for a period of twelve (12) months following a Qualifying Termination. Values reported in the table reflect the projected value based on premium equivalent rates for continued medical and dental coverage for each executive officer and his spouse and dependents ($25,584 for each of Messrs. Dougherty, Webster and Limongelli, and $19,611 for Mr. Maurer). The Company also will provide outplacement services to each NEO for a period of twelve (12) months following a Qualifying Termination ($25,000 per executive officer).

(11)

Amounts set forth in this column give the maximum amount that could be paid with respect to each CPR received by each NEO at the Effective Time in connection with each Share constituting or underlying each Company Restricted Share, DSU and unvested Company Option with an exercise price less than or equal to $4.25 per share that is exercised immediately prior to the Effective Time. This table assumes that no shares constituting or underlying an NEO's Company Restricted Shares or DSUs were withheld or tendered in connection with any withholding tax obligations connected with such awards. If any Shares were tendered or withheld in connection with such awards for withholding tax purposes, this would reduce the number of CPRs received by the NEO.

(12)

Pursuant to the Merger Agreement, Mr. Dougherty is entitled to receive one CPR for each Share received upon exercise of unvested Company Options (assuming such Company Options are exercised prior to the Effective Time), one CPR for each Company Restricted Share which vests at the Acceptance Time and one CPR for each Share received upon settlement of DSUs which are vested at the Acceptance Time. This column sets forth the value of the CPRs with respect to such Shares by multiplying (i) the number of Shares underlying the unvested Company Options (other than Company Options with an exercise price greater than $4.25 per share) and the number of Shares constituting or underlying the referenced Restricted Shares and DSUs awards by (ii) $4.50 (the maximum amount payable per Share with respect to the CPRs), for a total value of $3,279,384. The number of CPRs and the total amount, if any, actually received by Mr. Dougherty in payment of the CPRs could be substantially less than the amount set forth in this column.

(13)

Pursuant to the Merger Agreement, Mr. Webster is entitled to receive one CPR for each Share received upon exercise of unvested Company Options (assuming such Company Options are exercised prior to the Effective Time) and one CPR for each Share received upon settlement of DSUs which are vested at the Acceptance Time. This column sets forth the value of the CPRs with respect to such Shares by multiplying (i) the number of Shares underlying the unvested Company Options (other than Company Options with an exercise price greater than $4.25 per share) and the number of Shares underlying the DSUs by (ii) $4.50 (the maximum amount payable per Share with respect to the CPRs), for a total value of $956,255. The number of CPRs and the total amount, if any, actually received by Mr. Webster in payment of the CPRs could be substantially less than the amount set forth in this column.

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(14)

Pursuant to the Merger Agreement, Mr. Limongelli is entitled to receive one CPR for each Share received upon exercise of unvested Company Options (assuming such Company Options are exercised) and one CPR for each Share received upon settlement of DSUs which are vested at the Acceptance Time. This column sets forth the value of the CPRs with respect to such Shares by multiplying (i) the number of Shares underlying the unvested Company Options (other than Company Options with an exercise price greater than $4.25 per share) and the number of Shares underlying the DSUs by (ii) $4.50 (the maximum amount payable per Share with respect to the CPRs), for a total value of $1,391,724. The number of CPRs and the total amount, if any, actually received by Mr. Limongelli in payment of the CPRs could be substantially less than the amount set forth in this column.

(15)

Pursuant to the Merger Agreement, Mr. Maurer is entitled to receive one CPR for each Share received upon exercise of unvested Company Options (assuming such Company Options are exercised prior to the Effective Time) and Shares received upon settlement of DSUs which are vested at the Acceptance Time. This column sets forth the value of the CPRs with respect to such Shares by multiplying (i) the number of Shares underlying the unvested Company Options (other than Company Options with an exercise price greater than $4.25 per share) and the number of Shares underlying the DSUs by (ii) $4.50 (the maximum amount payable per Share with respect to the CPRs), for a total value of $982,508. The number of CPRs and the total amount, if any, actually received by Mr. Maurer in payment of the CPRs could be substantially less than the amount set forth in this column.

Vote Required to Approve the Merger

        The Company Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the applicable rules of the DGCL. Under Section 253 of the DGCL, if Purchaser acquires, pursuant to the Offer or otherwise, including the exercise of the Top-Up Option, at least 90% of the outstanding Shares, Purchaser will be able to effect the Merger after the consummation of the Offer without a vote by the Company's stockholders. If Purchaser acquires, pursuant to the Offer or otherwise, less than 90% of the outstanding Shares, the affirmative vote of the holders of a majority of the outstanding Shares will be required under the DGCL to effect the Merger.

State Takeover Laws

        Section 203 of the DGCL generally prevents an "interested stockholder" (including a person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock) from engaging in a "business combination," which includes mergers and certain other transactions, with a Delaware corporation for a period of three years following the date such person became an interested stockholder. If, among other requirements, the "business combination" with a person is approved by the board of directors prior to the date such person became an "interested stockholder," the transaction becomes permissible under Delaware law. The Company Board unanimously approved the Offer and the Merger for purposes of Section 203 of the DGCL, and Parent and Purchaser have represented in the Merger Agreement that neither is an interested stockholder.

        The Company has not attempted to comply with any other state takeover laws or regulations. If any government official or third party should seek to apply any such state takeover law to the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement, Parent will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes are applicable to the Offer or the Merger and an appropriate court does not determine that it is or they are inapplicable or invalid as applied to the Offer or the Merger, Parent might be required to file certain information with, or to receive approvals from, the relevant state

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authorities or holders of Shares, and Parent might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or might be delayed in continuing or consummating the Offer or the Merger. In such case, Purchaser may not be obligated to accept for payment or pay for any tendered Shares.

Antitrust

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules that have been promulgated thereunder (the " HSR Act "), certain transactions having a value above specified thresholds and that meet other jurisdictional tests may not be consummated until each party has filed a premerger notification and report form (" HSR Form ") containing certain information and documentary material with both the Federal Trade Commission (the " FTC ") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and certain waiting period requirements have been satisfied.

        It is a condition to Purchaser's obligation to accept for payment and pay for the Shares tendered pursuant to the Offer that the waiting period (and any extension thereof) under the HSR Act applicable to the purchase of Shares pursuant to the Offer has expired or been terminated. Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15 calendar day waiting period following the filing by Parent of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division.

        If the HSR Act waiting period expires or is terminated, completion of the Merger will not require an additional filing under the HSR Act so long as Purchaser acquires more that 50% of the outstanding Shares within one year after the HSR Act waiting period applicable to the Offer expires or is terminated.

        The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as Purchaser's proposed acquisition of the Company. At any time before or after the purchase of Shares by Purchaser, the FTC or the Antitrust Division could take any action under the antitrust laws that it either considers necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares in the Offer and the Merger, the divestiture of Shares purchased in the Offer or the divestiture of substantial assets of the Company or any of its respective subsidiaries or affiliates. Private parties as well as state attorneys general also may bring legal actions under the antitrust laws under certain circumstances.

        The foregoing is qualified in its entirety by reference to the Offer to Purchase, filed herewith as Exhibit (a)(1)(A) and is incorporated herein by reference in its entirety and the Merger Agreement, filed herewith as Exhibit (e)(1) and incorporated by reference in its entirety.

Section 14(f) Information Statement

        The Information Statement attached as Annex I hereto is being furnished to the Company's stockholders and filed with the SEC pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder, in connection with the possible designation by Parent of certain persons to be appointed to the Company Board, other than at a meeting of the Company's stockholders.

Amendment to Rights Agreement

        In contemplation of the Merger Agreement, on October 24, 2011, Adolor and Broadridge Corporate Issuer Solutions, Inc. (" Broadridge ") entered into the Amendment (the " Amendment ") to the Amended and Restated Rights Agreement, dated as of January 31, 2011 (the " Rights Agreement "),

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between Adolor and Broadridge, which provides, among other things, that neither Parent nor Purchaser will become an "Acquiring Person" within the meaning of the Rights Agreement as a result of the execution of the Merger Agreement or the transactions contemplated thereby. In addition, the Amendment amends the Rights Agreement so the Rights Agreements will terminate by its terms at the Acceptance Time.

        The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached to this Schedule 14D-9 as Exhibit (e)(32) and is incorporated herein by reference.

Recent Developments

        On October 25, 2011, a lawsuit was filed in the Court of Common Pleas of Chester County, Pennsylvania, Civil Division against the Company, each member of the Company Board, Parent and the Purchaser (the " Moskal Complaint "). The action is brought by Stanley L. Moskal, who claims to be a stockholder of the Company, on his own behalf, and seeks certification as a class action on behalf of all of the Company's stockholders, except the defendants and their relations and affiliates. The complaint alleges that the defendants breached their fiduciary duties, and/or aided and abetted the breach of fiduciary duties, owed to the Company's stockholders in connection with the Offer and the Merger. The complaint seeks injunctive relief enjoining the Offer and the Merger, or, in the event the Offer or the Merger has been consummated prior to the court's entry of final judgment, rescinding the Offer and the Merger. The complaint also seeks an accounting for all damages and an award of costs, including a reasonable allowance for attorneys' and experts' fees and expenses. The Company and the Company Board believe the allegations in the complaint are without merit.

        The foregoing summary and the information are qualified in their entirety by reference to the Moskal Complaint, a copy of which has been filed as Exhibits (e)(30) hereto and is incorporated herein by reference.

        Additionally, on October 28, 2011, a purported stockholder of the Company filed a lawsuit in the Court of Chancery of the State of Delaware against the Company, each member of the Company Board, Parent and the Purchaser (the " Machado Complaint "). This action purports to be brought individually by the plaintiff, Cari Machado, and on behalf of all of the Company's stockholders. The suit alleges that each member of the Company Board breached his fiduciary duties owed to the Company's stockholders in connection with the Offer and the Merger and further alleges that the Company, Parent and Purchaser aided and abetted the Company Board's breach of fiduciary duties. The complaint seeks, among other things, injunctive relief enjoining the Offer, or, in the event the Offer has been consummated prior to the court's entry of final judgment, rescission of the Offer or awarding recissory damages to the plaintiff and the class. Additionally, the complaint seeks an award of damages and costs, including a reasonable allowance for attorneys' and experts' fees and expenses. The Company and the Company Board believe the allegations in the complaint are without merit.

        The foregoing summary and the information are qualified in their entirety by reference to the Machado Complaint, a copy of which has been filed as Exhibits (e)(31) hereto and is incorporated herein by reference.

        Additionally, on October 31, 2011, a lawsuit was filed in the Court of Common Pleas of Chester County, Pennsylvania, Civil Division against the Company, each member of the Company Board, Parent and the Purchaser (the " Pearson Complaint "). The action is brought by William Pearson, II, who claims to be a stockholder of the Company, on his own behalf, and seeks certification as a class action on behalf of all of the Company's stockholders. The complaint alleges that the defendants breached their fiduciary duties, and/or aided and abetted the breach of fiduciary duties, owed to the Company's stockholders in connection with the Offer and the Merger. The complaint seeks injunctive relief enjoining the Offer and the Merger, as well as a declaration that the deal protections in the Merger

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Agreement are unenforceable, amongst other things. The complaint also seeks an accounting for all damages and an award of costs, including a reasonable allowance for attorneys' and experts' fees and expenses. The Company and the Company Board believe the allegations in the complaint are without merit.

        The foregoing summary and the information are qualified in their entirety by reference to the Pearson Complaint, a copy of which has been filed as Exhibits (e)(33) hereto and is incorporated herein by reference.

        Additionally, on November 1, 2011, a purported stockholder of the Company filed a lawsuit in the Court of Chancery of the State of Delaware against the Company, each member of the Company Board, Parent and the Purchaser (the " Fellman Complaint "). This action purports to be brought individually by the plaintiff, Thomas Fellman, and on behalf of all of the Company's stockholders. The suit alleges that each member of the Company Board breached his fiduciary duties owed to the Company's stockholders in connection with the Offer and the Merger and further alleges that the Company, Parent and Purchaser aided and abetted the Company Board's breach of fiduciary duties. The complaint seeks, among other things, injunctive relief enjoining the Offer, or, in the event the Offer has been consummated prior to the court's entry of final judgment, rescission of the Offer or awarding recissory damages to the plaintiff and the class. Additionally, the complaint seeks an award of damages and costs, including a reasonable allowance for attorneys' and experts' fees and expenses. The Company and the Company Board believe the allegations in the complaint are without merit.

        The foregoing summary and the information are qualified in their entirety by reference to the Fellman Complaint, a copy of which has been filed as Exhibits (e)(34) hereto and is incorporated herein by reference.

        Additionally, on November 4, 2011, a purported stockholder of the Company filed a lawsuit in the Court of Chancery of the State of Delaware against the Company, each member of the Company Board, Parent and the Purchaser (the " Currell Complaint "). This action purports to be brought individually by the plaintiff, James Currell, and on behalf of all of the Company's stockholders. The suit alleges that each member of the Company Board breached his fiduciary duties owed to the Company's stockholders in connection with the Offer and the Merger and further alleges that the Company, Parent and Purchaser aided and abetted the Company Board's breach of fiduciary duties. The complaint seeks, among other things, injunctive relief enjoining the Offer, or, in the event the Offer has been consummated prior to the court's entry of final judgment, rescission of the Offer or awarding recissory damages to the plaintiff and the class. Additionally, the complaint seeks an award of damages and costs, including a reasonable allowance for attorneys' and experts' fees and expenses. The Company and the Company Board believe the allegations in the complaint are without merit.

        The foregoing summary and the information are qualified in their entirety by reference to the Currell Complaint, a copy of which has been filed as Exhibits (e)(35) hereto and is incorporated herein by reference.

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Item 9.    Exhibits.

        The following exhibits are filed as part of this report:

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 7, 2011

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ANNEX I

ADOLOR CORPORATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER.
NO VOTE OR OTHER ACTION OF SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT.

        This Information Statement is being mailed on or about November 7, 2011, as part of the Solicitation/Recommendation Statement on Schedule 14D-9 (together with its exhibits and annexes, the " Schedule 14D-9 ") of Adolor Corporation (" Adolor " or the " Company ") to the holders of record of shares of common stock of the Company (the " Shares "). You are receiving this Information Statement in connection with the possible election of persons designated by Cubist Pharmaceuticals, Inc., a Delaware corporation (" Parent "), the parent corporation of FRD Acquisition Corporation, a Delaware corporation (" Purchaser "), to a majority of the seats on the Board of Directors of Adolor (the " Board " or the " Board of Directors ").

        On October 24, 2011, Adolor entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Parent and Purchaser pursuant to which, subject to certain conditions and as more fully described in the Merger Agreement, (1) Purchaser shall, and Parent shall cause Purchaser to, commence a cash tender offer (the " Offer ") to purchase all of the outstanding Shares at a purchase price of $4.25 per Share in cash (the " Closing Amount "), plus one contingent payment right for each Share (a " CPR "), which shall represent the right to receive up to $4.50 in cash subject to the fulfillment of certain conditions and/or the attainment of certain milestones, and (2) Purchaser will be merged with and into Adolor (the " Merger "). If the Offer and the Merger are completed, the Company will become a wholly-owned subsidiary of Parent.

RIGHT TO DESIGNATE DIRECTORS; PARENT'S DESIGNEES

        The Merger Agreement provides that, promptly upon the first acceptance for payment of, and payment by Purchaser for, an aggregate amount of Shares that represents at least a majority of the issued and outstanding Shares pursuant to the Offer (the " Appointment Time "), and at all times thereafter, Parent shall be entitled to designate such number of directors on the Board as will give Parent, subject to compliance with Section 14(f) of the Securities Exchange Act of 1934 and the regulations promulgated thereunder (the " Exchange Act "), representation on the Board equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) such number of Shares so accepted for payment and paid for by Purchaser plus the number of Shares otherwise owned by Parent, Purchaser or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, cause Parent's designees to be so elected; provided, however, that in the event that Parent's designees are appointed or elected to the Board, until the time and date on which the Merger shall become effective (the " Effective Time "), the Board shall have at least three directors who are directors on the date of the Merger Agreement and who are not Adolor officers (the " Independent Directors "); and provided , further , that, in such event, if the number of Independent Directors shall be reduced below three, any remaining Independent Directors(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of the Merger Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company, Parent or Purchaser, and such persons shall be deemed to be Independent Directors. At such time, the Company shall, upon Parent's request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Board of (i) each committee of the Board, (ii) each board of directors

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(or similar body) of each of Adolor's subsidiaries and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable law. In connection with the foregoing, the Company shall promptly, at the option of Purchaser, either increase the size of the Board or obtain the resignation of such number of its current directors, or both, as is necessary to enable Purchaser's designees to be elected or appointed to the Board.

        If Parent's designees constitute a majority of the Board after the acceptance of Shares pursuant to the Offer (the " Acceptance Time ") and prior to the Effective Time, then the affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required to (i) amend or terminate the Merger Agreement by the Company, (ii) exercise or waive any of the Company's rights, benefits or remedies under the Merger Agreement, if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Board under or in connection with the Merger Agreement or the transactions contemplated thereby; provided, however, that if there shall be no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Board.

        You are urged to read this Information Statement carefully. You are not, however, required to take any action in connection with this Information Statement.

        The information contained in this Information Statement concerning Parent and Purchaser and their Board designees has been furnished to us by Parent and Purchaser. The Company assumes no responsibility for the accuracy or completeness of such information.

        Parent will select its designees from among the individuals listed on the section entitled "Parent Designees to the Board" in this Information Statement. If additional designees are required in order to constitute a majority of the Board, such additional designees will be selected by Parent from among the directors and executive officers of Purchaser contained in Annex I to the Offer to Purchase, which is incorporated by reference herein.

        None of the persons from among whom Parent's Designees will be selected, or their associates, is a director of, or holds any management or other employment position with, Adolor. To our knowledge, except as set forth in Schedule I annexed hereto, none of the persons from among whom Parent's Designees will be selected or their associates beneficially owns any equity securities, or rights to acquire any equity securities, of Adolor or has been involved in any transactions with Adolor or any of its directors or executive officers that are required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission (the " SEC ").

GENERAL INFORMATION REGARDING THE COMPANY

        The Shares represent the only class of voting securities of Adolor currently outstanding. Each Share entitles its holder to one stockholder vote. As of November 4, 2011, there were 46,603,391 Shares issued and outstanding. As of the date of this Information Statement, Parent and its affiliates, including Purchaser, are not the owners of record of any Shares.

COMMUNICATIONS WITH THE BOARD

        Stockholders may communicate with the Board by sending their communications to Adolor Corporation Board of Directors, c/o Secretary, 700 Pennsylvania Drive, Exton, PA 19341. The Nominating Committee has approved a process for handling letters received by the Company and addressed to independent members of the Board. Under that process, the Secretary reviews all such correspondence and regularly forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deal with the functions of the Board or its

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committees or that he otherwise determines require the Board's attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company's Chief Compliance Officer and handled in accordance with procedures established by the Audit Committee with respect to such matters.

OVERSIGHT AND RISK MANAGEMENT

        The Board plays an active role in the oversight of risk and the Company's risk management practices and on a regular basis discusses the material risks affecting the Company, its industry and the general business environment. Each year, the Board approves the Company's annual budget; in addition, it regularly reviews with management the Company's long-range strategic plans, providing management with its guidance and its views on potential risks and benefits inherent in any such plans. The Audit Committee primarily is responsible for review of financial and compliance risks, with the full Board responsible for other risks. Because of its size and available resources, the Company does not have a dedicated risk management function; rather, certain employees within the Company are charged with responsibility for specific risk areas including operational, liquidity, legal and compliance risks. These individuals make regular reports to the Board and the Audit Committee on their areas of risk oversight. In addition, the Company's Chief Compliance Officer provides regular reports to both the Board and the Audit Committee and has a direct reporting relationship to the Audit Committee. Both the Board and the Audit Committee routinely meet in executive session without management present to discuss material risks facing the Company.

CURRENT BOARD

        Set forth below are the name, age and position of each director of the Company as of November 4, 2011.

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(1)

Member of Audit Committee.

(2)

Member of Compensation Committee.

(3)

Member of Governance and Nominating Committee.

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        There are no material proceedings in which any director or officer of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company of any of its subsidiaries.

        There are no family relationships among the directors and executive officers of the Company.

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THE BOARD OF DIRECTORS AND BOARD COMMITTEES

        As of the date of this Information Statement, the Board has nine directors and maintains an Audit Committee, a Compensation Committee and a Governance and Nominating Committee (each, a " Committee "). The current membership and the function of each of these committees are described below.

Meetings of the Board of Directors

        Our directors are expected to attend meetings of the Board of Directors and meetings of committees on which they serve. Our directors are expected to spend the time needed at each meeting and to meet as frequently as necessary to properly discharge their responsibilities. Our Board of Directors held nine meetings during the year ended December 31, 2010. Each director attended at least seventy-five percent of the meetings of the Board of Directors and the respective Committee or Committees on which he served during such period. Each director is expected to regularly attend meetings of the Board and his respective Committees, with the understanding that on occasion a director may be unable to attend a meeting.

        All directors are expected to make every reasonable effort to attend the Annual Meeting of Stockholders. All of the directors of the Company as of May 17, 2011, attended the 2011 Annual Meeting of Stockholders. We expect that all of the directors will attend the 2012 Annual Meeting.

Committees of the Board of Directors

        The Board has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, which are the only standing committees of the Board.

Director Independence

        A majority of the Company's directors are independent within the meaning of the applicable rules of the SEC. The Board affirmatively determined that all of the directors are independent, with the exception of Mr. Dougherty. Mr. Dougherty is considered an inside director because of his employment as an executive officer of the Company.

        Each executive officer serves at the discretion of the Board and holds office until his successor is elected and qualified or until his earlier resignation or removal. There are no family relationships among any of our directors and executive officers.

        The bylaws of the Company provide that the Board may designate committees by resolution, each of which shall consist of one or more directors. The Board presently has standing Audit, Compensation, and Governance and Nominating Committees.

Audit Committee

        The functions of the Audit Committee are described in detail below under the heading "Report of the Audit Committee." The charter of the Audit Committee is available on the Investor Insights section of the Company's website (www.adolor.com) by selecting "Corporate Governance." The Audit Committee met six times during fiscal 2010.

        Mr. Hager has chaired the Audit Committee since 2005. Mr. Hager is qualified as an audit committee financial expert within the meaning of SEC regulations. In addition, the Board has determined, in accordance with the listing standards of NASDAQ, that Mr. Hager meets the standards of financial sophistication set forth therein and that each other member of the Audit Committee is able to read and understand fundamental financial statements.

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        All of the members of the Audit Committee are independent within the meaning of SEC regulations, NASDAQ listing standards and the Company's Corporate Governance Guidelines.

Compensation Committee

        The Compensation Committee annually: reviews the performance and total compensation program for the Company's executive officers, including the Chief Executive Officer; considers the modification of existing compensation and employee benefit programs, and the adoption of new plans; administers the terms and provisions of the Company's equity compensation plans; and reviews the compensation and benefits of non-employee directors. The charter of the Compensation Committee is available on the Investor Insights section of the Company's website (www.adolor.com) by selecting "Corporate Governance." The Compensation Committee met five times during 2010. All of the members of the Compensation Committee are independent within the meaning of SEC regulations, the NASDAQ listing standards and the Company's Corporate Governance Guidelines.

Governance and Nominating Committee

        The Governance and Nominating Committee (the " Nominating Committee ") is responsible for developing and implementing policies and practices relating to corporate governance, including reviewing and monitoring implementation of the Company's Corporate Governance Guidelines. In addition, the Nominating Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Nominating Committee also prepares and supervises the Board's review of director independence and the Board's performance evaluation. The charter of the Nominating Committee is available on the Investor Insights section of the Company's website (www.adolor.com) by selecting "Corporate Governance." The Nominating Committee met two times during fiscal 2010. All of the members of the Nominating Committee are independent within the meaning of SEC regulations, the NASDAQ listing standards and the Company's Corporate Governance Guidelines.

        The Nominating Committee considers candidates for Board membership suggested by its members and other Board members, as well as by management and stockholders. The Nominating Committee is authorized to retain third-party executive search firms to identify candidates as necessary. A stockholder who wishes to recommend a prospective nominee for the Board should notify the Company's Secretary in writing and provide the information set forth in Section 1.1.10 of the Company's bylaws. The Nominating Committee also will consider whether to nominate any person nominated by a stockholder pursuant to the provisions of the Company's bylaws relating to stockholder nominations.

        Once a prospective nominee has been identified, the Nominating Committee makes an initial determination (which may include input from the Chairman of the Board) as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Nominating Committee with the recommendation of the prospective candidate, as well as the Nominating Committee's own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the Nominating Committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request that a third-party search firm gather additional information about the prospective nominee's background and experience and report its findings to the Nominating Committee. The Nominating Committee then

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evaluates the prospective nominee against the standards and qualifications set out in the Company's Corporate Governance Guidelines and its policy on consideration of director candidates, including:

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the ability of the prospective nominee to represent the best interests of all of the stockholders of the Company;



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the prospective nominee's standards of integrity, ethics, commitment and independence of thought and judgment;



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the prospective nominee's record of professional accomplishment in his/her chosen field;



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the prospective nominee's ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties on the Board and its Committees, including the prospective nominee's service on other public company boards;



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the extent to which the prospective nominee contributes to the range of talent, skill and expertise currently present on the Board; and



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the prospective nominee's independence from a material personal, financial or professional interest in any present or potential competitor of the Company.

        The Nominating Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees. In connection with this evaluation, the Nominating Committee determines whether to interview the prospective nominee and, if warranted, one or more members of the Nominating Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation and interview, the Nominating Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating Committee.

Code of Ethics

        The Company has a Code of Business Conduct that is applicable to all directors, officers and employees of the Company. The Code of Business Conduct also covers financial and non-financial business practices and procedures and applies to the Company's CEO, Chief Financial Officer and certain other employees of the Company responsible for accounting and financial reporting. The Code of Business Conduct is available on the Investor Insights section of the Company's website (www.adolor.com) by selecting "Corporate Governance" and then "Code of Business Conduct." The Company intends to post amendments to, or waivers from, its Code of Business Conduct (if any and to the extent applicable to the Company's CEO, principal financial officer or principal accounting officer) at this location on its website.

CURRENT MANAGEMENT

        Set forth below are the name, age and position of each executive officer of the Company as of November 4, 2011.

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