AGREEMENT AND PLAN OF MERGER BY AND AMONG ENDO INTERNATIONAL PLC, BETA ACQUISITION CORP. AND BIOSPECIFICS TECHNOLOGIES CORP. DATED AS OF OCTOBER 19, 2020Merger Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 19, 2020 by and among Endo International plc, a public limited company incorporated in Ireland (“Parent”), Beta Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and BioSpecifics Technologies Corp., a Delaware corporation (the “Company”).
ENDO USA, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (this “Agreement”) is hereby effective as of May 10, 2024 (the “Effective Date”), by and between Endo USA, Inc. (the “Company”), a wholly-owned subsidiary of Endo, Inc. (“Endo”), and James Tursi (“Executive”) (hereinafter collectively referred to as “the parties”).
April 23, 2024 Endo Finance Holdings, Inc. (as Issuer) and Endo, Inc. (as Parent) and Each of the Subsidiary Guarantors Party hereto and Computershare Trust Company, National Association (as Trustee and Notes Collateral Agent) INDENTURE 8.500% Senior...Indenture • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of April 23, 2024 among ENDO FINANCE HOLDINGS, INC., a Delaware corporation (the “Issuer”), ENDO, INC., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined herein) and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association and limited purpose trust company organized under the laws of the United States, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
SUPPLY AGREEMENTSupply Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • Washington
This Agreement is made and entered into as of the last day signed below (the “Effective Date”) by and between Hollister-Stier Laboratories LLC, having a principal place of business at 3525 North Regal Street, Spokane, Washington, 99207-5788 (“Hollister-Stier”) and Auxilium Pharmaceuticals, Inc., having a principal place of business at 40 Valley Stream Parkway, Malvern, Pennsylvania 19355 (“Auxilium”). Both Hollister-Stier and Auxilium are referred to herein individually as “Party” and collectively as the “Parties.”
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations
WHEREAS, the Issuer and the Guarantors (as defined in the Indenture referred to herein) have heretofore executed and delivered to the Trustee an indenture, dated as of April 23, 2024, by and among the parties thereto (as amended, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of 8.500% Senior Secured Notes due 2031 (the “Notes”);
PURCHASE AND SALE AGREEMENT by and among Endo Enterprise, Inc., Endo USA, Inc. and Paladin Pharma Inc. as the Buyers and Endo International plc and the other Sellers (as defined herein), as the Sellers Dated as of April 14, 2024Purchase and Sale Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT, dated as of April 14, 2024 (this “Agreement”), is made by and among Endo International plc, a public limited company incorporated in Ireland (“Seller Parent”), each of the other Sellers (as defined below), Endo Enterprise, Inc., a Delaware corporation (the “Enterprise Buyer”), Endo USA, Inc., a Delaware corporation (the “US Buyer”), and Paladin Pharma Inc., a corporation incorporated under the laws of Canada (the “Canada Buyer” and, together with the Enterprise Buyer, the US Buyer and, solely if Buyer Parent duly exercises the Canada Holdco Equity Option in accordance with Section 2.8(a) below, the Canada HoldCo Equity Buyer, each a “Buyer” and, collectively, the “Buyers”).
CREDIT AGREEMENT dated as of April 23, 2024 among ENDO, INC., as Parent, ENDO FINANCE HOLDINGS, INC., as the Borrower Representative, The Lenders Party Hereto, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Issuing Bank and...Credit Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of April 23, 2024 (this “Agreement”), among Endo, Inc., a Delaware corporation (“Parent”), Endo Finance Holdings, Inc., a Delaware corporation (the “Borrower Representative”), the Additional Borrowers from time to time party hereto, the LENDERS from time to time party hereto and Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender.
ENDO, INC. STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • Delaware
This Stockholders’ Agreement (this “Agreement”) is made and entered into as of April 23, 2024 (the “Reorganization Date”), by and among Endo, Inc., a Delaware corporation (the “Corporation”), and each of the stockholders of the Corporation party hereto as of the Reorganization Date, a list of which shall be maintained by the Corporation (together with any other Person who hereafter becomes a party to this Agreement pursuant to the provisions hereof as a holder of shares of capital stock of the Corporation, each, a “Holder” and, collectively, the “Holders”). The Corporation and the Holders are referred to collectively herein as the “Parties.”
FIRST LIEN INTERCREDITOR AGREEMENT Among ENDO, INC. ENDO FINANCE HOLDINGS, INC. THE OTHER GRANTORS PARTY HERETO, GOLDMAN SACHS BANK USA as Bank Collateral Agent for the Credit Agreement Secured Parties, COMPUTERSHARE TRUST COMPANY, NATIONAL...First Lien Intercreditor Agreement • June 14th, 2024 • Endo, Inc. • Pharmaceutical preparations • New York
FIRST LIEN INTERCREDITOR AGREEMENT, dated as of April 23, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among Endo, Inc. (“Holdings”), Endo Finance Holdings, Inc. (“Borrower”), the other Grantors (as defined below) party hereto, Goldman Sachs Bank USA, as collateral agent for the Priority Revolving Credit Secured Parties and Term Loan Secured Parties (each as defined below) (in such capacity and together with its successors in such capacity, the “Bank Collateral Agent”), and Computershare Trust Company, National Association, as collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”), and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.
