ENDO INTERNATIONAL PLC PERFORMANCE AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2010 STOCK INCENTIVE PLANPerformance Award Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • Delaware
This Performance Award Agreement (this “Award Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Endo International plc, an Irish public limited company (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company's Amended and Restated 2010 Stock Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
Counterpart to Registration Rights Agreement December 22, 2014Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.25% Senior Notes due 2022, to be bound by the terms and provisions of such Registration Rights Agreement.
Fourth Amendment To Supply and Manufacturing AgreementEndo International PLC • March 2nd, 2015 • Pharmaceutical preparations
THIS FOURTH AMENDMENT, dated as of this 25th day of February, 2015, is by and between Teikoku Seiyaku Co., Ltd./Teikoku Pharma USA, Inc. (collectively, “TEIKOKU”) and ENDO PHARMACEUTICALS INC. (“ENDO”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Timm Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 70 Maple Avenue, LLC, a Delaware limited liability company, Timm Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively
Counterpart to Registration Rights Agreement February 3, 2015Registration Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated June 30, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, Citigroup Global Markets Inc. and RBC Capital Markets, relating to the 5.375% Senior Notes due 2023, to be bound by the terms and provisions of such Registration Rights Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTOption Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”) is hereby entered into as of July 17, 2012, by and between American Medical Systems, Inc. (the “Company”) and Camille Farhat (“Executive”) (hereinafter collectively referred to as “the parties”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2014, among Boca Pharmacal, LLC, a Florida limited liability company, DAVA International, LLC, a Delaware limited liability company and DAVA Capital Management, Inc., a Delaware corporation (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuers, the other Guarantors (both, as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Timm Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 70 Maple Avenue, LLC, a Delaware limited liability company, Timm Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2014, among Boca Pharmacal, LLC, a Florida limited liability company, DAVA International, LLC, a Delaware limited liability company and DAVA Capital Management, Inc., a Delaware corporation (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuers, the other Guarantors (both, as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
WHEREAS, the Company, Endo Finance LLC, a Delaware limited liability company, and Endo Finco Inc., a Delaware corporation, have heretofore executed and delivered to the Trustee an indenture, dated as of January 27, 2015, by and among the parties thereto (the “Indenture”), providing for the issuance of 6.00% Senior Notes due 2025 (the “Notes”);
Counterpart to Registration Rights Agreement December 22, 2014Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated June 30, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, Citigroup Global Markets Inc. and RBC Capital Markets, relating to the 5.375% Senior Notes due 2023, to be bound by the terms and provisions of such Registration Rights Agreement.
Counterpart to Registration Rights Agreement February 3, 2015Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2020, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Timm Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 70 Maple Avenue, LLC, a Delaware limited liability company, Timm Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively
Counterpart to Registration Rights Agreement February 3, 2015Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.25% Senior Notes due 2022, to be bound by the terms and provisions of such Registration Rights Agreement.
Counterpart to Registration Rights Agreement December 22, 2014Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2019, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2014, among Boca Pharmacal, LLC, a Florida limited liability company, DAVA International, LLC, a Delaware limited liability company and DAVA Capital Management, Inc., a Delaware corporation (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuers, the other Guarantors (both, as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SEPARATION AGREEMENTSeparation Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • Delaware
SEPARATION AGREEMENT dated the 27th day of February, 2015 between ENDO HEALTH SOLUTIONS INC. (“Endo”), a wholly-owned subsidiary of Endo International plc, and DONALD DEGOLYER (“Mr. DeGolyer” and together with Endo, the “Parties”).
Counterpart to Registration Rights Agreement February 3, 2015Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated January 27, 2015 by and among Endo Finance LLC, a Delaware limited liability company, Endo Finco Inc., a Delaware corporation, and Endo Limited, an Irish private limited company, the Guarantors party thereto, RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Timm Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 70 Maple Avenue, LLC, a Delaware limited liability company, Timm Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively
Counterpart to Registration Rights Agreement February 3, 2015Endo International PLC • March 2nd, 2015 • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2019, to be bound by the terms and provisions of such Registration Rights Agreement.
Counterpart to Registration Rights Agreement December 22, 2014Rights Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2020, to be bound by the terms and provisions of such Registration Rights Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2014, among Boca Pharmacal, LLC, a Florida limited liability company, DAVA International, LLC, a Delaware limited liability company and DAVA Capital Management, Inc., a Delaware corporation (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuers, the other Guarantors (both, as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
RETENTION AGREEMENTRelease Agreement • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • Delaware
RETENTION AGREEMENT dated the 8th day of January, 2015 between ENDO HEALTH SOLUTIONS INC. (“Endo”), a wholly-owned subsidiary of Endo International plc, and CAROLINE B. MANOGUE (“Ms. Manogue” and together with Endo, the “Parties”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2014, among Boca Pharmacal, LLC, a Florida limited liability company, DAVA International, LLC, a Delaware limited liability company and DAVA Capital Management, Inc., a Delaware corporation (collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Endo Limited, a private limited company incorporated under the laws of Ireland (the “Company”), the Issuer, the Co-Obligor, the other Guarantors (each, as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 2nd, 2015 • Endo International PLC • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2015, among Auxilium International Holdings, Inc., a Delaware corporation, Slate Pharmaceuticals, Inc., a Delaware corporation, Timm Medical Technologies, Inc., a Delaware corporation, Actient Holdings LLC, a Delaware limited liability company, Actient Pharmaceuticals LLC, a Delaware limited liability company, Actient Therapeutics LLC, a Delaware limited liability company, Auxilium US Holdings, LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, 70 Maple Avenue, LLC, a Delaware limited liability company, Timm Medical Holdings, LLC, a Delaware limited liability company, Auxilium UK LTD, a company incorporated in England and Wales with registration number 4054079, Auxilium Bermuda Unlimited, a Bermuda exempted company incorporated with unlimited liability and Endo Finance II Limited, a limited liability company incorporated under the laws of Ireland (collectively
