0001104659-05-047602 Sample Contracts

Endo Pharmaceuticals Holdings Inc. 29,000,000 Shares Common Stock ($.01 par value) Underwriting Agreement
Underwriting Agreement • October 7th, 2005 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • New York

In the above capacity, we have reviewed the registration statement on Form S-3 (File No. 333-128099) of the Company relating to the Securities filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2005 under the Securities Act of 1933 (the “Securities Act”), allowing for delayed offerings pursuant to Rule 415 of the Securities Act, Pre-Effective Amendment No. 1 thereto filed with the Commission on September 22, 2005, and received oral confirmation declaring such registration statement (the “2005 Registration Statement”) effective on September 26, 2005, and we have reviewed the registration statement on Form S-3 (File No. 333-115032) of the Company relating to the Securities filed with the Commission on April 30, 2004 under the Securities Act and Amendment No. 1 thereto filed with the Commission on June 10, 2004, Amendment No. 2 thereto filed with the Commission on June 14, 2004, Amendment No. 3 thereto filed with the Commission on June 25, 2004 (such regi

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