EXHIBIT 6 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ENDO PHARMACEUTICALS HOLDINGS INC. Dated as of July 14, 2000 TABLE OF CONTENTSStockholders Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • Delaware
Exhibit 15 JOINT FILING AGREEMENT ---------------------- Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (including amendments thereto) with...Joint Filing Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations
EXHIBIT 5 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • Delaware
as Warrant AgentWarrant Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • New York
EXCHANGE AGREEMENTExchange Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • Delaware
EXHIBIT 14 REGISTRATION RIGHTS AGREEMENT by and between ENDO PHARMACEUTICALS HOLDINGS INC.Registration Rights Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • Delaware
Pre-Merger Endo Warrant ----------------------- THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE...Warrant Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • New York
This Warrant Certificate certifies that Endo Pharma LLC, or registered assigns, is the registered holder of Warrants expiring on or before July 7, 2003 (the "Warrants") to purchase shares of Common Stock, par value $.01 per share (the "Common Stock"), of Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder upon exercise to receive from the Company on or after the Exercisability Date and on or before 5:00 p.m. New York City Time on July 7, 2003 (the six-month anniversary of the Exercisability Date), (a) 0.416667 fully paid and nonassessable shares of Common Stock (each such share, a "Warrant Share") in the event the Adjustment Event (as defined in that certain Agreement and Plan of Merger, dated as of November 26, 1999, as may be amended and restated from time to time, by and among the Company, Endo Inc., a Delaware corporation and wholly owned subsidiary of the Company, and Algos Pharmaceutical Corporation, a Delaware corporation)
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...Merger Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations
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
This TAX SHARING AGREEMENT (the "Agreement") by and among Endo --------- Pharmaceuticals Holdings Inc., a Delaware corporation ("Endo"), Endo Inc., a ---- Delaware corporation and wholly owned subsidiary of Endo, and Endo Pharma LLC, a Delaware...Tax Sharing Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • Delaware
EXHIBIT 7 AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT ENDO PHARMACEUTICALS HOLDINGS INC. Dated as of July 14, 2000 TABLE OF CONTENTS -----------------Employee Stockholders Agreement • July 27th, 2000 • Endo Pharma LLC • Pharmaceutical preparations • Delaware
