EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
Exhibit 4.1 FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ENDO PHARMACEUTICALS HOLDINGS INC. Dated as of ______ __, 2000Stockholders Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
and UNITED STATES TRUST COMPANY OF NEW YORK, as Warrant AgentWarrant Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • New York
Exhibit 10.7 CREDIT AGREEMENTCredit Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • New York
EXHIBIT 10.3 WARRANT NO. __ THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NEITHER THIS WARRANT NOR SUCH SECURITIES, NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE...Endo Pharmaceuticals Holdings Inc • June 9th, 2000
EXHIBIT 4.4 FORM OF REGISTRATION RIGHTS AGREEMENT by and between ENDO PHARMACEUTICALS HOLDINGS INC.Registration Rights Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
ANDAgreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Pennsylvania
EXHIBIT 10.15 SUPPLY AGREEMENT This Agreement is entered into effective as of the first day of July 1, 1998, between Endo Pharmaceuticals Inc., 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania ("Endo") and Mallinckrodt Chemical, Inc., with...Supply Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
PartiesEmployment Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • New Jersey
OFFICE LEASE FOR THEAgreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
EXHIBIT 10.34 LEASE AGREEMENT --------------- THIS AGREEMENT, made the 5th day of May two thousand (2000), by and between PAINTERS' CROSSING ONE ASSOCIATES, L.P., (hereinafter called "Landlord"), of the one part, and ENDO PHARMACEUTICALS INC.,...Lease Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
Exhibit 10.18 STRATEGIC ALLIANCE AGREEMENT THIS AGREEMENT is entered into as of the 17th day of September, 1997 (the "Effective Date"), by and between PENWEST Pharmaceuticals Group ("PPG"), a division of PENWEST, LTD., a Washington corporation, with...Strategic Alliance Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • New York
Exhibit 2.3 =================================================================== ============= ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
FORM OF AGREEMENTForm of Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
November 26, 1999 Algos Pharmaceutical Corporation 1333 Campus Parkway Neptune, New Jersey 07753 Dear Sirs: In connection with that Agreement and Plan of Merger (the "Merger Agreement"), dated of even date herewith, by and among Endo Pharmaceuticals...Endo Pharmaceuticals Holdings Inc • June 9th, 2000
In connection with that Agreement and Plan of Merger (the "Merger Agreement"), dated of even date herewith, by and among Endo Pharmaceuticals Holdings Inc. ("Holdings"), Endo Inc. and [Target] Pharmaceutical Corporation, each of the undersigned (collectively, the "Executives") hereby agrees to consent to (a) the termination of the Holdings' 1997 Executive Stock Option Plan, (b) the institution of a stock option plan of a newly formed limited liability company (the "LLC") pursuant to which each of the Executive's stock options will be exercisable only into shares of common stock of Holdings that is owned by the LLC, (c) the conversion of each of the Executive's outstanding options under Holdings' 1997 Executive Stock Option Plan into options under the stock option plan of the LLC and (d) the terms (including, but not limited to, the vesting schedule thereto) of such converted options under the stock option plan of the LLC are to be agreed upon by the Executives and the LLC. Each of the
RECITALSEmployment Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
EXHIBIT 2.2 AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AMENDMENT, dated as of April 17, 2000 (this "Amendment"), by and among ENDO PHARMACEUTICALS HOLDINGS INC., a Delaware corporation ("Parent"), ENDO INC., a Delaware corporation and a...The Agreement and Plan of Merger • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
RECITALSEmployment Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
Exhibit 9 FORM OF VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of November , 1999, by and among ENDO PHARMACEUTICALS HOLDINGS INC., a Delaware corporation ("Parent"), ENDO INC., a Delaware corporation and a newly- formed wholly-owned...Form of Voting Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
as Warrant Agent Dated as of , 2000Warrant Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • New York
EXHIBIT 10.19 AGREEMENT BETWEEN ENDO PHARMACEUTICALS INC.Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
ARTICLE I PAYMENTSTax Sharing Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
Exhibit 10.17 ================================================================= =============== MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
EXHIBIT 10.8 EXECUTION COPY CO-PROMOTION AGREEMENT This Agreement is made and entered into as of March 1, 2000, by and between Elan Pharmaceuticals, Inc. ("Elan") and Endo Pharmaceuticals Inc. ("Endo"). WHEREAS, Endo desires to have Elan Co-Promote...Co-Promotion Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
Exhibit 4.2 FORM OF AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT ENDO PHARMACEUTICALS HOLDINGS INC. Dated as of ________ __, 2000Employee Stockholders Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
RECITALSEmployment Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
EXHIBIT 10.14 SUPPLY AND MANUFACTURING AGREEMENTSupply and Manufacturing Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Pennsylvania
WITNESSETH ----------Separation and Release Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
EXHIBIT 10.11 ANALGESIC LICENSE AGREEMENT --------------------------- This Analgesic License Agreement (the "Agreement") dated the 27th day of October, 1997 (the "Effective Date"), is entered into by and among The DuPont Merck Pharmaceutical Company...Analgesic License Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
Exhibit 10.9 COLLABORATION AGREEMENT This Collaboration Agreement (the "Agreement") is entered into as of the 26th day of November, 1999 (the "Effective Date") by and between Algos Pharmaceutical Corporation, a corporation organized and existing under...Collaboration Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
EXHIBIT 10.13 PRODUCT DEVELOPMENT, MANUFACTURING AND SUPPLY AGREEMENTProduct Purchase Plan And • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc
SOLE AND EXCLUSIVE LICENSE AGREEMENT Between HIND HEALTH CARE, INC. And ENDO PHARMACEUTICALS INC.Sole and Exclusive License Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Pennsylvania
EXHIBIT 10.12 ANTI-EPILEPTIC LICENSE AGREEMENT -------------------------------- This Anti-epileptic License Agreement (the "Agreement") dated the 27th day of October, 1997 (the "Effective Date"), is entered into by and among The DuPont Merck...Anti-Epileptic License Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
Exhibit 10.32 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (the "Agreement"), executed this 20th day of April, 2000, is entered into by and between Endo Pharmaceuticals Inc., a Delaware corporation (the "Company"), Endo...Separation and Release Agreement • June 9th, 2000 • Endo Pharmaceuticals Holdings Inc • Delaware
