Related Party Transactions and Outside Related Director Information

Adolor Corporation (ADLR)

3/29/2006 Proxy Information

Mr. Goddard served as a consultant for Adolor Corporation from August 2003 to July 2005.

Mr. Madden, our Interim President, Chief Executive Officer and a Director of ours and, until May 2005, Chairman of the Audit Committee of our Board of Directors, was a director of Royalty Pharma AG, a private investment management firm specializing in the acquisition of royalty interests in pharmaceutical products, until March, 2004, and is currently a limited partner in an entity formed to hold trust certificates in Royalty Pharma AG’s successor. We license from Eli Lilly and Company, through an assignment from Roberts Laboratories Inc., the compound that is the basis of our lead product candidate, Entereg®. Under that license agreement, we are required to pay certain royalties to Eli Lilly based on product sales. In March 2002, Eli Lilly sold the right to receive a portion of those royalties to Royalty Pharma.

In July 2003, we entered into a consulting agreement with Dr. Goddard, one of our directors, whereby he provided strategic business advice and related assistance to our Chief Executive Officer and management team in the role of an advisor. The consulting arrangement with Dr. Goddard terminated in July 2005. Pursuant to the terms of the consulting agreement as amended, Dr. Goddard received compensation of $8,500 per quarter and was granted options exercisable for 8,000 shares of our Common Stock under the 2003 Plan at fair market value.