EXHIBIT 10.4
VIA FACSIMILE
AND
OVERNIGHT MAIL
Michael R. Dougherty
President and Chief Executive Officer
Adolor Corporation
700 Pennsylvania Drive
Exton, Pennsylvania 19341
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Re:
Amendment
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No. 3 to Collaboration
Agreement
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Dear Mike,
This letter amendment
(“Amendment No. 3”), effective as of June 9,
2008, is in reference to the Collaboration Agreement dated
April 14, 2002 (the “Collaboration Agreement”), as
amended by Amendment No. 1 to the Collaboration Agreement
effective on June 24, 2003 (“Amendment
No. 1”) and Amendment No. 2 to the Collaboration
Agreement effective on December 22, 2004 (“Amendment
No. 2”) (the Collaboration Agreement, Amendment
No. 1 and Amendment No.2 are collectively referred to herein
as, the “Agreement”), by and between Adolor Corporation
(“Adolor”) and Glaxo Group Limited (“GGL”).
All capitalized terms used in this Amendment No. 3 that are
not otherwise defined herein shall have the meanings given to them
in the Agreement.
Notwithstanding anything to the
contrary in the Agreement, the terms pursuant to which GSK shall
deploy and pay incentive compensation to the GSK Sales
Representatives during the period beginning on the date of the
First Commercial Sale of the POI Product in the United States until
December 31, 2008 (the “Launch Period”) shall be
as follows:
Subject to an annual [**] percent
[**] vacancy rate, GSK shall deploy not less than [**] GSK Sales
Representatives to Detail the POI Product to the Target Audience in
the United States during the Launch Period. The Parties acknowledge
and agree that a GSK Sales Representative shall mean and include
those individuals referred to internally by GSK in the United
States as “Account Managers” who are hospital based.
This deployment of GSK Sales Representatives as set forth in this
Amendment No. 3 shall be considered as the Sales
Representative FTE Requirements for GSK during the Launch Period.
Further, during the Launch Period, GSK will not categorize the GSK
Sales Representatives as Hospital Account Managers, Oncology
Account Managers or Surgical Account Managers.
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1.
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The incentive
compensation available to be earned by a GSK Sales Representative
with respect to the POI Product during the Launch Period will be
[**] the GSK Sales Representative’s base incentive
compensation (defi
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