EXHIBIT 10.29
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
"Agreement") is made as of April 26, 2000 by Endo Pharmaceuticals Inc., a
Delaware corporation (the "Employer"), and Xxxxx Xxxxx Xxxxxx Xxx, MD,
Ph.D. (the "Employee").
RECITALS
WHEREAS, the Employer and the Employee entered into an employment
agreement, dated as December 15, 1997 (the "Original Employment
Agreement");
WHEREAS, the Employee and the Board of Directors of the Employer
have each determined that amending and restating the Original Employment
Agreement is advisable and desirable; and
WHEREAS, the Board of Directors of the Employer has approved this
Agreement upon the terms set forth herein;
NOW THEREFORE, in consideration of the premises and agreements
contained herein, the parties agree as follows:
ARTICLE 1. DEFINITIONS.
For the purposes of this Agreement, the following terms
have the meanings specified or referred to in this Article 1.
"AGREEMENT" means this Employment Agreement, including
the Exhibits hereto, as amended from time to time.
"BASIC COMPENSATION" means Salary and Benefits.
"BENEFITS" shall have the meaning set forth in Section
3.1(b).
"BOARD OF DIRECTORS" means the board of directors of the
Employer.
"CONFIDENTIAL INFORMATION" means any and all:
(a) trade secrets concerning the business and affairs of
the Employer, product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements,
price lists, market studies, business plans, computer software and programs
(including object code and source code), computer software and database
technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information);
(b) information concerning the business and affairs of
the Employer (which includes historical financial statements, financial
projections and budgets, historical and projected sales, capital spending
budgets and plans, the names and backgrounds of key personnel, personnel
training and techniques and materials) however documented; and
(c) notes, analysis, compilations, studies, summaries,
and other material prepared by or for the Employer containing or based, in
whole or in part, on any information included in the foregoing.
"CPI" means the Consumer Price Index-AU Xxxxx Xxxxxxxxx,
Xxxxxxxxxxxx Xxxxxx (0000-0000 = 100), as published by the United States
Department of Labor.
"DISABILITY" shall have the meaning set forth in Section 6.1
"EFFECTIVE DATE" means December 15, 1997.
"EMPLOYMENT PERIOD" shall have the meaning set forth in
Section 2.2.
"FISCAL YEAR" means the Employer's fiscal year, as it
exists on the Effective Date or as changed from time to time.
"FOR CAUSE" shall have the meaning set forth in Section
6.3.
"FOR GOOD REASON" shall have the meaning set forth in
Section 6.4.
"INCENTIVE COMPENSATION" shall have the meaning set forth
in Section 3.2.
"PERSON" means any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, or
governmental body.
"POST-EMPLOYMENT PERIOD" shall have the meaning set forth
in Article 8.
"RENEWAL TERM" shall have the meaning set forth in
Section 2.2.
"SALARY" shall have the meaning set forth in Section
3.1(a).
ARTICLE 2. EMPLOYMENT TERMS AND DUTIES.
SECTION 2.1 EMPLOYMENT. The Employer hereby employs the Employee, and the
Employee hereby accepts employment by the Employer, upon the terms and
conditions set forth in this Agreement.
SECTION 2.2 TERM. Subject to the provisions of Article 6, the initial term
of the Employee's employment under this Agreement will be four (4) years,
beginning on the Effective Date and ending on the fourth anniversary of the
Effective Date (the "Initial Term"). The term of this Agreement may be
renewed by the Employee and the Employer for additional periods of one year
(each, a "Renewal Term"; the Initial Term together with all Renewal Terms,
if any, are hereinafter referred to as the "Employment Period").
SECTION 2.3 DUTIES. The Employee will have such duties as are assigned or
delegated to the Employee by the Chief Executive Officer, and will
initially serve as Senior Vice President of Research and Development of the
Employer. The Employee will devote the Employee's business, time,
attention, skill, and energy to the business of the Employer, will promote
the success of the Employer's business, and will cooperate with the Chief
Executive Officer and the Board of Directors in the advancement of the best
interests of the Employer. Nothing in this Section 2.3, however, will
prevent the Employee from engaging in additional activities in connection
with personal investments and community affairs that are not inconsistent
with the Employee's duties under this Agreement. It is expressly understood
and agreed that to the extent any such activities have been conducted by
the Employee prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
be inconsistent with the Employee's duties under this Agreement. The
Employee shall, from time to time, inform the Board of Directors of those
additional activities in which the Employee is engaged. If the Employee is
elected as a director of the Employer or as a director or officer of any of
Employer's subsidiaries, the Employee will fulfill the Employee's duties as
such director or officer without additional compensation.
SECTION 2.4 DIRECTOR'S AND OFFICER'S LIABILITY COVERAGE. The Employer shall
cause the Employee to be (a) indemnified as an officer and director of the
Employer or any of its affiliates, to the extent applicable, to the maximum
extent permitted by applicable law, and (b) covered by director's and
officer's liability insurance in connection with the Employee serving as an
officer and director of Employer or any of its affiliates. The provisions
of this Section 2.14 shall survive termination of this Agreement for any
reason.
ARTICLE 3. COMPENSATION.
SECTION 3.1 BASIC COMPENSATION.
(A) SALARY. The Employee will be paid an annual salary of $300,000, subject
to adjustment as provided below (the "Salary"), which will be payable in
equal periodic installments according to the Employer's customary payroll
practices, but no less frequently than monthly. The Salary will be reviewed
by the Chief Executive Officer and the Board of Directors not less
frequently than annually, and be adjusted in the sole discretion of the
Chief Executive Officer and the Board of Directors, but in no event will
the Salary be less than $300,000 per year. In determining the amount of any
adjustment to Salary, the Chief Executive Officer and the Board of
Directors shall take into account inflation, merit, changes in
responsibilities and industry salary practices for executives. Any increase
in Salary shall not serve to limit or reduce any other obligation to the
Employee under this Agreement. Salary shall not be reduced after such
increase unless such reduction is part of a reduction in salaries of
specified management personnel of the Employer undertaken in a program
approved by the Employer's Board of Directors.
(B) BENEFITS. The Employee will, during the Employment Period, be permitted
to participate in such incentive, savings, pension, profit sharing, bonus,
life insurance, hospitalization and major medical, and other employee
benefit plans, practices, policies and programs, of the Employer that may
be in effect from time to time, to the extent the Employee is eligible
under the terms of those plans (collectively, the "Benefits").
(C) STOCK OPTIONS. To the extent the Employer determines to award stock
options or other similar consideration to management personnel based upon
duration of employment or achieving performance targets, or both, Employee
shall be permitted to participate in such programs, and the Employer and
the Employee shall enter into an addendum to this Agreement outlining the
terms of such participation.
SECTION 3.2 INCENTIVE COMPENSATION. For each Fiscal Year or part thereof
during the Employment Period the Employee shall be paid in cash as
additional compensation (the "Incentive Compensation") for the services to
be rendered by the Employee pursuant to this Agreement, an amount equal to
thirty percent (30%) of the Salary for such Fiscal Year (or such lesser
(including zero) or greater (not exceed two hundred) percent of the Salary
for such Fiscal Year as is recommended in good faith to the Board of
Directors by the Chief Executive Officer of the Employer and approved by
the Board of Directors) if the Employer meets the performance targets set
by the Board of Directors (the "Performance Targets") for such Fiscal Year,
provided, however, that for the Fiscal Year 1998 only, Employer hereby
guarantees to pay Employee his full Incentive Compensation in accordance
with this Paragraph. Incentive Compensation for each Fiscal Year or part
thereof shall be paid as soon as practicable following the receipt by the
Employer of its audited financial statements for the Fiscal Year for which
the Incentive Compensation is being paid, unless the Employee shall elect
to defer the receipt of such Incentive Compensation.
ARTICLE 4. FACILITIES AND EXPENSES.
The Employer will furnish the Employee office space,
equipment, supplies, and such other facilities and personnel as the
Employer deems necessary or appropriate for the performance of the
Employee's duties under this Agreement. The Employer will pay the Employee'
s dues in such professional societies and organizations as are appropriate,
and will pay on behalf of the: Employee (or reimburse the Employee for)
reasonable expenses incurred by the Employee at the request of, or on
behalf of the Employer in the performance of the Employee's duties pursuant
to this Agreement, and in accordance with the Employer's employment
policies, including reasonable expenses incurred by the Employee in
attending conventions, seminars, and other business meetings, in
appropriate business entertainment activities, and for promotional
expenses. The Employee must file expense reports with respect to such
expenses in accordance with the Employer's policies.
ARTICLE 5. VACATIONS AND HOLIDAYS.
The Employee will be entitled to paid vacation each
Fiscal Year in accordance with the vacation policies of the Employer in
effect for its executive officers from time to time, provided that in no
event shall such number of paid vacation days be fewer than twenty.
Vacation must be taken by the Employee at such time or times as approved by
the Chief Executive Officer. The Employee will also be entitled to the paid
holidays and other paid leave set forth in the Employer's policies.
Vacation days and holidays during any Fiscal Year that are not used by the
Employee during such Fiscal Year may be used in any subsequent Fiscal Year.
ARTICLE 6. TERMINATION AND ELECTION NOT TO RENEW.
SECTION 6.1 EVENTS OF TERMINATION. The Employment Period, the Employee's
Basic Compensation and Incentive Compensation, and any and all other rights
of the Employee under this Agreement or otherwise as an employee of the
Employer will terminate (except as otherwise provided in this Article 6):
(a) upon the death of the Employee;
(b) upon the disability of the Employee (as defined in Section 6.2);
(c) for cause (as defined in Section 6.3), immediately upon notice from the
Employer to the Employee, or at such later time as such notice may specify,
unless otherwise provided in Section 6.3; or
(d) for good reason (as defined in Section 6.4) upon not less than thirty
days' prior notice from the Employee to the Employer.
SECTION 6.2 DEFINITION OF DISABILITY. For purposes of Sections 6.1 and 6.3,
the Employee will be deemed to have a "disability" if, as a result of the
Employee's incapacity due to reasonably documented physical illness or
injury or mental illness, the Employee shall have been unable for more than
six months in any twelve month period to perform Employee's duties
hereunder on a full time basis and within 30 days after written notice of
termination has been give to the Employee, the Employee shall not have
returned to the full time performance of such duties. The date of
termination in the case of a termination for "disability" shall be the last
day of the aforementioned 30-day period.
SECTION 6.3 DEFINITION OF "FOR CAUSE." For purposes of Section 6.1 the
phrase "for cause" means: (a) the continued failure, after written demand
is delivered to the Employee which specifically identifies the failure, by
the Employee substantially to perform the Employee's duties under this
Agreement (other than any such failure resulting from "disability"), (b)
the engagement by the Employee in serious misconduct that has caused, or in
the good faith judgment of the Board of Directors may cause if not
discontinued, material harm (financial or otherwise) to the Employer or any
of its subsidiaries, if any (provided that with respect to misconduct that
the Board of Directors determines may cause material harm if not
discontinued, a written demand is delivered to the Employee specifically
identifying the misconduct and the Employee continues the misconduct), such
material harm to include, without limitation, (i) the disclosure of
material secret or confidential information of the Employer or any of its
subsidiaries, if any, (ii) the debarment of the Employer or any of its
subsidiaries, if any, by the U.S. Food and Drug Administration or any
successor agency (the "FDA"), or (iii) the registration of the Employer or
any of its subsidiaries, if any, with the U.S. Drug Enforcement
Administration of any successor agency (the "DEA") to be revoked or an
application with the DEA to be denied, (c) the debarment of the Employee by
the FDA, or (d) the continued material breach by the Employee of this
Agreement or the Stockholder's Agreement, dated as of August 26, 1997,
among the Employee, the Employer and other parties named therein (the
"Stockholder's Agreement") after written demand is delivered to the
Employee which specifically identifies the breach.
SECTION 6.4 DEFINITION OF "FOR GOOD REASON." For purposes of Section 6.1,
the phrase "for good reason" means any of the following: (a) The Employer's
material breach of Section 2.4, 3.1 or 3.2 or of this Agreement or its
obligations under the Stockholder's Agreement for the benefit of Employee;
or (b) the assignment of the Employee without the Employee's consent to a
position, responsibilities, or duties of a materially lesser status or
degree of responsibility than the Employee's position, responsibilities, or
duties at the Effective Date.
SECTION 6.5 TERMINATION PAY. Effective upon the termination of this
Agreement, the Employer will be obligated to pay the Employee (or, in the
event of Employee's death, Employee's designated beneficiary as defined
below) only such compensation as is provided in this Section 6.5 or Section
6.6. For purposes of this Section 6.5, the Employee's designated
beneficiary will be such individual beneficiary or trust, located at such
address, as the Employee may designate by notice to the Employer from time
to time or, if the Employee fails to give notice to the Employer of such a
beneficiary, the Employee's estate. Notwithstanding the preceding sentence,
the Employer will have no duty, in any circumstances, to attempt to open an
estate on behalf of the Employee, to determine whether any beneficiary
designated by the Employee is alive or to ascertain the address of any such
beneficiary, to determine the existence of any trust, to determine whether
any person or entity purporting to act as the Employee's personal
representative (or the trustee of a trust established by the Employee) is
duly authorized to act in that capacity, or to locate or attempt to locate
any beneficiary, personal representative, or trustee.
(a) TERMINATION BY THE EMPLOYEE FOR GOOD REASON. If the Employee terminates
this Agreement for good reason, the Employer will (i) pay (A) monthly to
the Employee the Employee's Salary for the remainder of the Employment
Period or eighteen (18) months, whichever is longer, and (B) the Employee's
Incentive Compensation for the Fiscal Year during which the termination is
effective, prorated through the date of termination, provided that the
applicable Performance Targets are met, and (ii) continue to provide the
Employee with the Benefits for the remainder of the Employment Period or
eighteen (18) months, whichever is longer.
(b) TERMINATION BY THE EMPLOYER FOR CAUSE. If the Employer terminates this
Agreement for cause, the Employee will be entitled to receive the
Employee's Salary and Incentive Compensation prorated through the date such
termination is effective.
(c) TERMINATION UPON DISABILITY. If this Agreement is terminated by either
party as a result of the Employee's disability, as determined under Section
6.2, the Employer will pay the Employee the Salary and Incentive
Compensation (if the applicable Performance Targets are met) through the
remainder of the calendar month during which such termination is effective
and the period until disability insurance benefits commence ("Disability
Coverage Commencement") under the disability insurance coverage furnished
by the Employer to the Employee. From and after Disability Coverage
Commencement and for eighteen (18) consecutive months thereafter, the
Employer will make regular payments to the Employee in the amount by which
the Salary exceeds the Employee's disability insurance benefits.
(d) TERMINATION UPON DEATH. If this Agreement is terminated because of the
Employee's death, the Employee will be entitled to receive the Employee's
Salary though the end of the calendar month in which the Employee's death
occurs, and incentive Compensation (if the applicable Performance Targets
are met) for the Fiscal Year during which the Employee's death occurs,
prorated through the date of the Employee's death.
(e) BENEFITS. Unless otherwise specifically provided herein or otherwise
provided for in the Benefits, the Employee's accrual of, or participation
in plans providing for, the Benefits will cease at the effective date of
the termination of this Agreement, and the Employee will be entitled to
accrued Benefits pursuant to such plans only as provided in such plans.
SECTION 6.6 ELECTION NOT TO RENEW. If the Employee elects to renew this
Agreement for a Renewal Term, but Employer does not, and Employer's
election not to renew is not for cause, the Employee will be entitled to
receive, the Salary for the remainder, if any, of the calendar month in
which such termination is effective and for eighteen (18) consecutive
calendar months thereafter and the Benefits for eighteen (18) consecutive
months after the date of termination.
SECTION 6.7 ADJUSTMENTS FOR CPI. The amounts payable to the Employee
pursuant to Sections 6.5(a) and 6.6 shall be adjusted based on CPI every
twelve (12) months to account for changes in the cost of living.
SECTION 6.8 SHAREHOLDER APPROVAL. Employer represents and warrants that
this Agreement has been approved by the shareholders of Employer in a
manner designed to satisfy the requirements of Section 280G(b)(5) of the
Internal Revenue Code of 1986, as amended (which section exempts from the
term "parachute payments" payments meeting the shareholder approval
requirements specified therein). The effectiveness of this Agreement is
subject to such shareholder approval.
ARTICLE 7. NON-DISCLOSURE COVENANT.
SECTION 7.1 ACKNOWLEDGMENTS BY THE EMPLOYEE. The Employee acknowledges that
(a) during the Employment Period and as a part of the Employee's
employment, the Employee will be afforded access to Confidential
Information; and (b) public disclosure of such Confidential Information
could have an adverse effect on the Employer and its business.
SECTION 7.2 AGREEMENTS OF THE EMPLOYEE. In consideration of the
compensation and benefits to be paid or provided to the Employee by the
Employer under this Agreement the Employee covenants as follows:
(a) During and following the Employment Period, the Employee will hold in
confidence the Confidential Information and will not disclose it to any
person except with the specific prior written consent of the Employer, as
otherwise may be required by law or legal notices or except as otherwise
expressly permitted by the terms of this Agreement.
(b) If any information that the Employer deems to be a trade secret is
found by a court of competent jurisdiction not to be a trade secret for
purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for purposes of this Agreement. The
Employee hereby waives any requirement that the Employer submit proof of
the economic value of any trade secret or post a bond or other security.
(c) None of the foregoing obligations and restrictions applies to any part
of the Confidential Information that the Employee demonstrates was or
became generally available to the public other than as a result of a
disclosure by the Employee.
(d) Upon termination of this Agreement by either party, or upon the request
of the Employer during the Employment Period, the Employee will return to
the Employer all Confidential Information in the Employee's possession or
subject to the Employee's control, and the Employee may not retain any
copies, abstracts, sketches, or other physical embodiment of any of the
Confidential Information.
ARTICLE 8. NON-COMPETITION AND NON-INTERFERENCE.
The Employee covenants that the Employee will not,
directly or indirectly during the Employment Period, except in the course
of the Employee's employment hereunder, and during the Post-Employment
Period, directly or indirectly manage, operate, control, or participate in
the management, operation, or control of, be employed by, associated with,
or in any manner connected with, lend the Employee's name to, or render
services or advice to, any third party (including without limitation DMPC
and its affiliates) which manufactures, markets, sells, distributes or
develops any pharmaceutical product that constitutes an API (as defined in
the Purchase Agreement) or is Derivative (as defined in the Purchase
Agreement) of any API, or any business whose products compete in whole or
in part with the products of the Employer (disregarding any non-pain
management products that were nut products of the Employer during the
Employment Period).
For purposes of this Article 8, the term "Post-Employment
Period" means the period beginning on the effective date of termination of
the Employee's employment hereunder and ending on the later to occur of (i)
18 months after the effective date of such termination or (ii) the date
amounts payable to Employee under Section 6.5 (a) and (c) and Section 6.6
are to have been paid in full pursuant to this Agreement (provided that
notwithstanding anything in this Agreement to the contrary, such amounts
are being timely paid by the Employer).
If any covenant in this Article 8 is held to be
unreasonable, arbitrary, or against public policy, such covenant will be
considered to be divisible with respect to scope, time, and geographic
area, and such lesser scope, time, or geographic area, or all of them, as a
court of competent jurisdiction may determine to be reasonable, not
arbitrary, and not against public policy, will be effective, binding, and
enforceable against the Employee.
ARTICLE 9. GENERAL PROVISIONS
SECTION 9.1 INJUNCTIVE RELIEF AND ADDITIONAL REMEDY. The Employee
acknowledges that the injury that would be suffered by the Employer as a
result of a breach of the provisions of this Agreement (including any
provision of Articles 7 and 8) would be irreparable and that an award of
monetary damages to the Employer for such a breach would be an inadequate
remedy. Consequently, the Employer will have the right, in addition to any
other rights it may have, to obtain injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any
provision of this Agreement, and the Employer will not be obligated to post
bond or other security in seeking such relief
SECTION 9.2 ESSENTIAL AND INDEPENDENT COVENANTS. The covenants by the
Employee in Articles 7 and 8 are essential elements of this Agreement, and
without the Employee's agreement to comply with such covenants, the
Employer would not have entered into the Purchase Agreement and the
Employer would not have entered into this Agreement or employed or
continued the employment of the Employee. The Employer and the Employee
have independently consulted their respective counsel and have been advised
in all respects concerning the reasonableness and propriety of such
covenants, with specific regard to the nature of the business conducted by
the Employer.
If the Employee's employment hereunder expires or is
terminated, this Agreement will continue in full force and effect as is
necessary or appropriate to enforce the covenants and agreements of the
Employee in Articles 7 and 8.
SECTION 9.3 DUTY TO MITIGATE. The Employee shall not be required to
mitigate damages or the amount of any payment required under this
Agreement, nor shall the payments due Employee hereunder be reduced or
offset by reason of any payments Employee may receive from any other
source.
SECTION 9.4 REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE. The Employee
represents and warrants to the Employer that the execution and delivery by
the Employee of this Agreement do not, and the performance by the Employee
of the Employee's obligations hereunder will not, with or without the
giving of notice or the passage of time, or both: (a) violate any judgment,
writ, injunction, or order of any court, arbitrator, or governmental agency
applicable to the Employee, or (b) conflict with, result in the breach of
any provisions of or the termination of or constitute a default under, any
agreement to which the Employee is a party or by which the Employee is or
may be bound.
SECTION 9.5 WAIVER. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any
delay by any party in exercising any right, power, or privilege under this
Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege
or the exercise of any other right, power, or privilege.
SECTION 9.6 BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED. This Agreement
shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which the Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of the Employee under this Agreement,
being personal, may not be delegated.
SECTION 9.7 NOTICES. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed
to have been duly given when (a) delivered by hand (with written
confirmation of receipt), (b) sent by telecopier (with written confirmation
of receipt), provided that a copy is mailed by registered mail, return
receipt requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), in
each case to the appropriate addresses and telecopier numbers set forth
below (or to such other addresses and telecopier numbers as a party may
designate by notice to the other parties):
If to the Employer: Endo Pharmaceuticals Inc.
000 Xxxxxxxxxx Xxxx Xxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx
If to the Employee: Xxxxx Xxxxx Xxxxxx Xxx, MD, Ph D.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Facsimile No.: 000-000-0000
SECTION 9.8 ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the
entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral or
written, between the parties hereto with respect to the subject matter
hereof including the earlier term sheet sent by Employer to Employee. This
Agreement may not be amended orally, but only by an agreement in writing
signed by the parties hereto.
SECTION 9.9 GOVERNING LAW. This Agreement will be governed by and construed
under the laws of the State of Delaware without regard to conflicts of laws
principles.
SECTION 9.10 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in
this Agreement are provided for convenience only and will not affect its
construction or interpretation. All references to "Section" or "Sections"
refer to the corresponding Section or Sections of this Agreement unless
otherwise specified. All words used in this Agreement will be construed to
be of such gender or number as the circumstances require. Unless otherwise
expressly provided, the word "including" does not limit the preceding words
or terms.
SECTION 9.11 SEVERABILITY. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid
or unenforceable.
SECTION 9.12 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement as of the date first written above.
ENDO PHARMACEUTICALS INC.
By: /s/ XXXXX X. XXXXX /s/ XXXXX XXXXX XXXXXX XXX, MD, PH.D.
------------------ -------------------------------------
Name: Xxxxx X. Xxxxx Xxxxx Xxxxx Xxxxxx Xxx, MD, Ph.D.
Title: President
