Exhibit


Exhibit 4.15


SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 27, 2015,  among the Issuers, the Guarantors (both, as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, Endo Limited, a private limited company incorporated under the laws of Ireland, 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, as supplemented by a supplemental indenture, dated as of February 3, 2015, and a supplemental indenture, dated as of March 20, 2015, in each case, by and among the parties thereto (the “Indenture”), providing for the issuance of 6.00% Senior Notes due 2025 (the “Notes”);
WHEREAS, this Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Account Tax Compliance Act purposes; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.    CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.    AMENDMENT OF INDENTURE.  
2.1    Section 10.02(B) of the Indenture is hereby amended and restated in its entirety to read as follows:
“Notwithstanding anything to the contrary contained in this Indenture, the aggregate obligations and exposure of each of Endo Luxembourg Finance Company II S.à r.l. and any other Guarantor established in Luxembourg which is not a direct or indirect parent of any Issuer (a “Luxembourg Guarantor”) in respect of the obligations of the Issuers under the Notes, shall not exceed the maximum amount that can be hereby guaranteed by the relevant Luxembourg Guarantor without rendering such guarantee, as it relates to such Luxembourg Guarantor, voidable under applicable law relating to corporate benefit, fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. For the avoidance of doubt, this Section 10.02(B) does not apply to Endo Luxembourg Holding Company S.à r.l. and Endo Luxembourg Finance Company I S.à r.l.”


3.    NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  

1


 


Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.
4.    NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  EACH OF THE ISSUERS AND THE GUARANTORS CONSENTS AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR U.S. FEDERAL COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, COUNTY OF NEW YORK, STATE OF NEW YORK IN RELATION TO ANY LEGAL ACTION OR PROCEEDING (I) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS INDENTURE, AS SUPPLEMENTED, THE NOTES, THE GUARANTEES AND ANY RELATED DOCUMENTS AND/OR (II) ARISING UNDER ANY U.S. FEDERAL OR U.S. STATE SECURITIES LAWS IN RESPECT OF THE NOTES, THE GUARANTEES AND ANY SECURITIES ISSUED PURSUANT TO THE TERMS OF THE INDENTURE, AS SUPPLEMENTED.  EACH OF THE ISSUERS AND THE GUARANTORS WAIVES ANY OBJECTION TO PROCEEDINGS IN ANY SUCH COURTS, WHETHER ON THE GROUND OF VENUE OR ON THE GROUND THAT THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM.   EACH OF THE ISSUERS, THE TRUSTEE AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
5.    COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy (which may be provided via facsimile or other electronic transmission) shall be an original, but all of them together represent the same agreement.  
6.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors.



2


 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
	
			
	ENDO LIMITED

	as an Issuer

	 

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director





3


 


	
			
	ENDO FINANCE LLC

	as an Issuer

	by ENDO LUXEMBOURG FINANCE COMPANY I

	S.À R.L., its sole member

	 

	By:
	/s/John D. Boyle
	 

	Name: John D. Boyle

	Title: A Manager

	 

	By:
	/s/Joost Tulkens
	 

	Name: Joost Tulkens

	Title: B Manager





4


 


	
			
	ENDO FINCO INC.

	as an Issuer

	 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Secretary





5


 


	
			
	ENDO LLC

	ENDO US. INC. 

	each, as a Guarantor

	 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Secretary





6


 


	
			
	DAVA PHARMACEUTICALS, INC.

	ENDO HEALTH SOLUTIONS INC.

	ENDO PHARMACEUTICALS INC.

	ENDO PHARMACEUTICALS SOLUTIONS INC.

	ENDO PHARMACEUTICALS VALERA INC.

	GENERICS INTERNATIONAL (US PARENT), INC.

	GENERICS INTERNATIONAL (US MIDCO), INC.

	GENERICS INTERNATIONAL (US HOLDCO), INC.

	GENERICS INERNATIONAL (US), INC.

	AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.

	AMERICAN MEDICAL SYSTEMS, LLC

	AMS RESEARCH, LLC

	AMS SALES, LLC

	LASERSCOPE

	each, as a Guarantor

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





7


 


	
			
	GENERICS BIDCO I, LLC

	VINTAGE PHARMACEUTICALS, LLC

	GENERICS BIDCO II, LLC

	MOORES MILL PROPERTIES LLC

	WOOD PARK PROPERTIES LLC

	QUARTS SPECIALTY PHARMACEUTICALS LLC

	each, as a Guarantor

	by GENERICS INTERNATIONAL (US), INC.,

	its manager

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





8


 


	
			
	LEDGEMONT ROYALTY SUB LLC

	as a Guarantor

	by ENDO PHARMACEUTICALS SOLUTIONS INC.,

	its manager

	 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





9


 


	
			
	BOCA PHARMACAL, LLC,

	as a Guarantor

	by GENERICS INTERNATIONAL (US), INC., its

	sole member 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	DAVA INTERNATIONAL, LLC,

	as a Guarantor

	by DAVA PHARMACEUTICALS, INC., its sole member

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	DAVA CAPITAL MANAGEMENT, INC.,

	as a Guarantor

	 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





10


 


	
			
	AUXILIUM INTERNATIONAL HOLDINGS, INC.

	as a Guarantor

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	SLATE PHARMACEUTICALS, INC.

	as a Guarantor

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	TIMM MEDICAL TECHNOLOGIES, INC.

	as a Guarantor

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	ACTIENT PHARMACEUTICALS LLC

	as a Guarantor

	 

	By: AUDILIUM PHARMACEUTICALS, INC.,

	its manager

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





11


 


	
			
	ACTIENT THERAPEUTICS LLC

	as Guarantor

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	AUXILIUM US HOLDINGS, LLC

	as a Guarantor 

	 

	By: AUXILIUM PHARMACEUTICALS, INC.,

	its manager

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	AUXILIUM PHARMACEUTICALS, INC.

	as a Guarantor

	 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	70 MAPLE AVENUE, LLC

	as a Guarantor

	 

	By:ACTIENT PHARMACEUTICALS LLC,

	its manager

	 

	By:AUXILIUM PHARAMCEUTICALS, INC.,

	its manager

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





12


 


	
			
	TIMM MEDICAL HOLDINGS, LLC

	as Guarantor

	 

	By: ACTIENT PHARMACEUTICALS LLC,

	its manager

	 

	By: AUXILIUM PHARMACEUTICALS, INC.,

	as a Guarantor

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary

	 

	 

	APHRODITE WOMEN'S HEALTH, LLC

	as a Guarantor

	 

	By: AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., its manager

	 

	 

	By:
	/s/Deanna Voss
	 

	Name: Deanna Voss

	Title: Assistant Secretary





13


 


	
			
	ENDO VENTURES LIMITED

	as Guarantor

	 

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director

	 

	 

	ENDO MANAGEMENT LIMITED

	as a Guarantor

	 

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director

	 

	 

	ENDO FINANCE LIMITED

	as a Guarantor

	 

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director

	 

	 

	ENDO FINANCE II LIMITED

	as a Guarantor

	 

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director





14


 


	
			
	ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.

	as a Guarantor

	 

	By:
	/s/John D. Boyle
	 

	Name: John D. Boyle

	Title: A Manager

	 

	By:
	/s/Joost Tulkens
	 

	Name: Joost Tulkens

	Title: B Manager

	 

	 

	ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.

	as a Guarantor

	 

	By:
	/s/John D. Boyle
	 

	Name: John D. Boyle

	Title: A Manager

	 
	 

	By:
	/s/Joost Tulkens
	 

	Name: Joost Tulkens

	Title: B Manager

	 

	 

	ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.

	as a Guarantor

	 

	 

	By:
	/s/John D. Boyle
	 

	Name: John D. Boyle

	Title: A Manager

	 

	By:
	/s/Joost Tulkens
	 

	Name: Joost Tulkens

	Title: B Manager





15


 


	
			
	PALADIN LABS CANADIAN HOLDING INC.

	as a Guarantor

	 

	 

	By:
	/s/Mark Beaudet
	 

	Name: Mark Beaudet

	Title: President

	 

	PALADIN LABS INC.

	as a Guarantor

	 

	 

	By:
	/s/Mark Beaudet
	 

	Name: Mark Beaudet

	Title: President







16


 


	
			
	ENDO VENTURES BERMUDA LIMITED, as a

	Guarantor

	 

	 

	By:
	/s/Susan Hall
	 

	Name: Susan Hall

	Title: Director

	 

	ENDO GLOBAL VENTURES

	as a Guarantor

	 

	 

	By:
	/s/Susan Hall
	 

	Name: Susan Hall

	Title: Director





17


 


	
			
	ENDO NETHERLANDS B.V., as a Guarantor

	 

	 

	By:
	/s/Robert J. Cobuzzi
	 

	Name: Robert J. Cobuzzi

	Title: Managing Director A

	 

	 

	By:
	/s/Gert Jan Rietberg
	 

	Name: Jan Rietberg

	Title: Managing Director B





18


 


	
			
	ENDO VENTURES CYPRUS LIMITED

	as a Guarantor

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director





19


 


	
			
	AUXILIUM UK LTD

	as a Guarantor

	 

	By:
	/s/Orla Dunlea
	 

	Name: Orla Dunlea

	Title: Director





20


 


	
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION

	as a Guarantor

	 

	By:
	/s/Yana Kislenko
	 

	Name: Yana Kislenko

	Title: Vice President







21