Common use of Rules of Interpretation and Construction Clause in Contracts

Rules of Interpretation and Construction. In this Agreement, except to the extent expressly provided otherwise: (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein. (b) Unless the context requires otherwise: (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iii) any reference herein to any Person shall be construed to include the Person’s successors and permitted assigns, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (v) all references herein to Articles, Sections, Appendices or Exhibits, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices or Exhibits of this Agreement. In witness whereof, this Agreement is signed as of the Effective Date as indicated below by duly authorized representatives of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectively. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & CEO TEIKOKU SEIYAKU CO., LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXXXX LABORATORIES, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer & Secretary ENDO PHARMACEUTICALS INC., TEIKOKU PHARMA USA, INC. and TEIKOKU SEIYAKU CO., LTD., Plaintiffs/Counterclaim Defendants, v. ) ) ) ) ) ) ) Civil Action No. 1:10-cv-138-GMS ) XXXXXX LABORATORIES, INC., Defendant/Counterclaim Plaintiff. ) ) ) ) )

Rules of Interpretation and Construction. In this Agreement, except to the extent expressly provided otherwise: (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein. (b) Unless the context requires otherwise: (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iii) any reference herein to any Person shall be construed to include the Person’s successors and permitted assigns, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (v) all references herein to Articles, Sections, Appendices or Exhibits, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices or Exhibits of this Agreement. [signatures begin on next page] In witness whereof, this Agreement is signed as of the Effective Date as indicated below by duly authorized representatives of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectively. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & CEO TEIKOKU SEIYAKU CO., LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXXXX LABORATORIES, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer & Secretary EXHIBIT A IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ENDO PHARMACEUTICALS INC., TEIKOKU PHARMA USA, INC. and TEIKOKU SEIYAKU CO., LTD., Plaintiffs/Counterclaim Defendants, v. ) ) ) ) ) ) ) Civil Action No. 1:10-cv-138-GMS ) XXXXXX LABORATORIES, INC., Defendant/Counterclaim Plaintiff. ) ) ) ) )) JOINT STIPULATED ORDER OF DISMISSAL WITHOUT PREJUDICE

Rules of Interpretation and Construction. In this Agreement, except to the extent expressly provided otherwise: (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms As used in herein, the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “include”, “includes” and “including” plural shall be deemed to include the singular, and all pronouns shall include the masculine, feminine and neuter, whenever the context and facts require such construction. The headings, captions, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. Except as otherwise indicated herein, all references to Articles, Sections and Appendixes herein shall be deemed to refer to the Articles, Sections and Appendixes of and to this Agreement, and the terms “herein”, “hereof”, “hereto”, “hereunder” and similar terms refer to this Agreement generally rather than to the particular provision in which such term is used. Whenever the words “including”, “include” or “includes” are used in this Agreement, they shall be interpreted in a non-exclusive manner as though the words “but not limited to” immediately followed by the phrase “without limitation”same. The word “will” shall be construed to have the same meaning and effect as the word “shall”. .” The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein. (b) Unless the context requires otherwise: (i) any definition of or reference Except as otherwise expressly provided herein, references in this Agreement to any agreement, instrument or other document herein shall be construed as referring are to such agreement, instrument or other document as amended, modified or supplemented from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein time. It is the intention of the Parties hereto that every provision of this Agreement shall be construed as referring simply according to its fair meaning and without any presumption, inference or rule requiring construction or interpretation of any such laws as from time provision against the interests of any Party that drafted such provision (notwithstanding any rule of law requiring a provision to time enactedbe strictly construed against the drafting party), repealed or amended, (iii) any reference herein to any Person shall be construed to include it being understood that the Person’s successors and permitted assigns, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer parties to this Agreement in its entirety are sophisticated and not have had adequate opportunity and means to any particular provision hereof, retain counsel to represent their interests and (v) all references herein to Articles, Sections, Appendices or Exhibits, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices or Exhibits negotiate the provisions of this Agreement. In witness whereof, this Agreement is signed as of the Effective Date as indicated below by duly authorized representatives of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectively. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & CEO TEIKOKU SEIYAKU CO., LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXXXX LABORATORIES, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer & Secretary ENDO PHARMACEUTICALS INC., TEIKOKU PHARMA USA, INC. and TEIKOKU SEIYAKU CO., LTD., Plaintiffs/Counterclaim Defendants, v. ) ) ) ) ) ) ) Civil Action No. 1:10-cv-138-GMS ) XXXXXX LABORATORIES, INC., Defendant/Counterclaim Plaintiff. ) ) ) ) )

Rules of Interpretation and Construction. In this Agreement, except to the extent expressly provided otherwise: (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as Loan Agreement unless the context may require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein. (b) Unless the context requires otherwiserequires: (i) any definition Articles and Sections mentioned by number only are the respective Articles and Sections of or reference to any agreement, instrument or other document herein shall be construed this Loan Agreement as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), so numbered; (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enactedWords importing a particular gender mean and include every other gender, repealed or amended, and words importing the singular number mean and include the plural number and vice versa; (iii) any reference herein to any Person shall be construed to Words importing persons mean and include firms, associations, partnerships (including limited partnerships), societies, trusts, corporations, limited liability companies or other legal entities, including public or governmental bodies and the Person’s successors and permitted assignsCo-Borrowers’ Subsidiaries, as well as natural persons; (iv) Any headings preceding the words texts of the several Articles and Sections of this Loan Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not affect or control the meaning, construction or interpretation of this Loan Agreement; (v) If any clause, provision or section of this Loan Agreement shall be ruled invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions thereof, unless not invalidating or rendering unenforceable the remaining provisions shall be inequitable; (vi) The terms “herein”, “hereof” and “hereunder”, “hereby”, “hereto”, “hereof’ and words of any similar import, shall be construed to terms as used in this Loan Agreement refer to this Loan Agreement in its entirety as a whole and not to any particular provision hereofof this Loan Agreement; the term “heretofore” means before the date of execution of this Loan Agreement; and the term “hereafter” means on or after the date of execution of this Loan Agreement; (vii) This Loan Agreement and all matters relating hereto shall be governed by and construed and interpreted in accordance with the laws of the State of New Jersey; (viii) If any clause, provision or section of this Loan Agreement shall be determined to be apparently contrary to or conflicting with any other clause, provision or section of this Loan Agreement, then the clause, provision or section containing the more specific provisions shall control and govern with respect to such apparent conflict; (ix) References in this Loan Agreement to “determination” (and similar terms) by the Lender include good faith and reasonable estimates by the Lender (in the case of quantitative determinations) and good faith and reasonable beliefs by the Lender (in the case of qualitative determinations); and (vx) all references The word “and” when used from time to time herein to Articles, Sections, Appendices shall mean “or” or Exhibits, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices or Exhibits of this Agreement. In witness whereof, this Agreement “and/or” if such meaning is signed as expansive of the Effective Date as indicated below by duly authorized representatives rights or interests of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectivelythe Lender in the given context. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & CEO TEIKOKU SEIYAKU CO., LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXXXX LABORATORIES, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer & Secretary ENDO PHARMACEUTICALS INC., TEIKOKU PHARMA USA, INC. and TEIKOKU SEIYAKU CO., LTD., Plaintiffs/Counterclaim Defendants, v. ) ) ) ) ) ) ) Civil Action No. 1:10-cv-138-GMS ) XXXXXX LABORATORIES, INC., Defendant/Counterclaim Plaintiff. ) ) ) ) )18 [SECOND AMENDED AND RESTATED REVOLVING CREDIT LOAN AGREEMENT]

Rules of Interpretation and Construction. 2.1 In this License Agreement, except to the extent expressly provided otherwise: (a) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. require The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein. (b) Unless the context requires otherwise: (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (ii) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iii) any reference herein to any Person person shall be construed to include the Personperson’s successors and assigns permitted assignshereunder, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this License Agreement in its entirety and not to any particular provision hereof, and (v) all references herein to Articles, Sections, Appendices or ExhibitsSchedules, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices Sections or Exhibits Schedules of this License Agreement. . (c) Each Party hereto agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this License Agreement. (d) In witness whereofthe event of any conflict between this License Agreement and the Contribution and License Agreement, the terms of this License Agreement is signed as of the Effective Date as indicated below by duly authorized representatives of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectively. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & CEO TEIKOKU SEIYAKU COshall control., LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXXXX LABORATORIES, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer & Secretary ENDO PHARMACEUTICALS INC., TEIKOKU PHARMA USA, INC. and TEIKOKU SEIYAKU CO., LTD., Plaintiffs/Counterclaim Defendants, v. ) ) ) ) ) ) ) Civil Action No. 1:10-cv-138-GMS ) XXXXXX LABORATORIES, INC., Defendant/Counterclaim Plaintiff. ) ) ) ) )

Rules of Interpretation and Construction. In this Agreement, except to the extent expressly provided otherwise: (a) 11.1.1 The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Neutral pronouns and any variations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “any” shall mean “any and all” unless otherwise clearly indicated by context. “$” as used in this Agreement means the lawful currency of the United States of America. Where either Party’s consent is required hereunder, except as otherwise specified herein, such Party’s consent may be granted or withheld in such Party’s sole discretion. Derivative forms of any capitalized term defined herein shall have meanings correlative to the meaning specified herein. (b) 11.1.2 Unless the context requires otherwise: (ia) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (iib) any reference to any laws herein shall be construed as referring to such laws as from time to time enacted, repealed or amended, (iiic) any reference herein to any Person person shall be construed to include the Personperson’s successors and permitted assigns, (ivd) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (ve) all references herein to Articles, Sections, Appendices or ExhibitsSchedules, unless otherwise specifically provided, shall be construed to refer to Articles, Sections, Appendices Sections or Exhibits Schedules of this Agreement. In witness whereof, this Agreement is signed as of the Effective Date as indicated below by duly authorized representatives of Endo, TPU, Teikoku Seiyaku, and Xxxxxx, respectively. ENDO PHARMACEUTICALS INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President and Chief Executive Officer TEIKOKU PHARMA USA, INC. By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: President & CEO TEIKOKU SEIYAKU CO., LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President & CEO XXXXXX LABORATORIES, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer & Secretary ENDO PHARMACEUTICALS INC., TEIKOKU PHARMA USA, INC. and TEIKOKU SEIYAKU CO., LTD., Plaintiffs/Counterclaim Defendants, v. ) ) ) ) ) ) ) Civil Action No. 1:10-cv-138-GMS ) XXXXXX LABORATORIES, INC., Defendant/Counterclaim Plaintiff. ) ) ) ) )