Consulting Agreement

Exhibit 10.3 CONSULTING AGREEMENT

This Consulting Agreement, including the attached Exhibit A (this "Agreement"), is made and entered into as of July 28, 2003 (the "Effective Date") by and between Adolor Corporation, a Delaware corporation having offices at 700 Pennsylvania Drive, Exton, PA 19352 (the "Company"), and Paul Goddard, an individual residing at ("Consultant").

Consultant currently serves as a member of the Board of Directors of the Company (the "Board").

The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on terms set forth more fully below, in consideration of the mutual promises contained herein. The parties agree as follows: 1. SERVICES AND COMPENSATION

(a) Consultant agrees to perform for the Company the services described in Exhibit A attached hereto ("Services").

(b) The Company agrees to pay to Consultant the compensation set forth in Exhibit A for the performance of the Services, subject to the limitations on such compensation set forth in Exhibit A. 2. CONFIDENTIALITY

(a) "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research and product plans, products, services, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to Consultant by the Company, either directly or indirectly, in writing, orally or otherwise.

(b) Consultant will not, during or subsequent to the term of this Agreement, use Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or the fulfillment of Consultant's duties as a member of the Board, if applicable, or disclose Confidential Information to any third party. Consultant agrees that Confidential Information shall remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Notwithstanding the above, Consultant's obligation under this Section 2(b) relating to Confidential Information shall not apply to information which (i) is known to Consultant at the time of disclosure to Consultant by the Company as evidenced by written records of Consultant, (ii) has become publicly known and made generally available through no wrongful act of Consultant, or (iii) has been rightfully received by Consultant from a third party authorized to make such disclosure.

(c) Consultant agrees that Consultant will not, during the term of this Agreement, improperly use or disclose to the Company any proprietary information or trade secrets of any former or current employer or other person or entity with which Consultant has an agreement or duty to keep in confidence information acquired by Consultant in confidence and that Consultant will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity.

(d) Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company or in carrying out Consultant's duties as a member of the Board, if applicable, consistent with the Company's agreement with such third party.

(e) Upon the termination of this Agreement, or upon the Company's earlier request, Consultant will deliver to the Company all of the Company's property relating to, and all tangible embodiments of, Confidential Information in Consultant's possession or control. 3. OWNERSHIP

(a) Consultant hereby irrevocably assigns to the Company all right, title and interest in and to information (including, without limitation, business plans and/or business information), technology, know-how, materials, notes, records, designs, ideas (whether or not patentable), inventions, improvements, devices, developments, discoveries, compositions, trade secrets, processes, methods and/or techniques conceived, reduced to practice or made by Consultant alone or jointly with others in the course of performing the Services hereunder (collectively, "Inventions").

(b) Consultant agrees that Consultant shall sign, execute and acknowledge without cost, but at the expense of the Company, any and all documents and to perform such acts as m ...