Exhibit 10.50


 


SHELF
REGISTRATION AGREEMENT


 


AGREEMENT, dated as of January 19, 2006 by
and among Endo Pharmaceuticals Holdings Inc. (the “Company”), Endo Pharma LLC
(the “LLC”) and the management stockholders signatory hereto (the “Management
Stockholders”, and together with the Company and the LLC, the “Parties”). 


 


                WHEREAS,
pursuant to Section 1.4 of the shelf registration agreement, dated April 30,
2004, as amended on June 10, 2004, between the Company and the LLC, the Company
and the LLC agreed to execute further shelf registration agreements in the
event the Company determined to file any additional shelf registration
statements;


 


WHEREAS, the Company has
offered to file a shelf registration statement on Form S-3 with the Securities
and Exchange Commission (the “Commission”) to register shares of the Company’s
common stock, par value $.01 (the “Common Stock”) for resale by the LLC and
other stockholders of the Company (the “Shelf Registration Statement”);


 


                WHEREAS,
the LLC has certain registration rights pursuant to a registration rights
agreement, by and among the Company and the LLC dated July 17, 2000 and as
amended as of June 30, 2003 (the “Registration Rights Agreement”), and the
Management Stockholders have other registration rights pursuant to a management
stockholders agreement dated as of July 14, 2000, as amended and restated on
July 7, 2003, as amended on June 28, 2004 and on September 19, 2005, by and
among the Company, the LLC and the parties named therein (the “Management
Stockholders Agreement”);


 


                WHEREAS,
the Parties desire to enter into this Agreement in connection with the Company’s
filing of the Shelf Registration Statement;


 


NOW, THEREFORE, in
consideration of the premises, representations, warranties and agreements
herein contained, the Parties agree as follows:


 


ARTICLE
I


 


Section 1.1            
Shelf Registration Statement               On the date hereof, the Company filed with
the Commission a Shelf Registration Statement to register an indeterminate
number of shares of the Company’s Common Stock and agrees that the Shelf
Registration Statement would provide for the resale of shares of Common Stock held
by the LLC (the “LLC Shares”) (including shares of Common Stock to be sold on
behalf of its members and those to be transferred to the Management Stockholders
upon exercise of their LLC stock options and sold by the Management
Stockholders) and shares of Common Stock held by other stockholders of the
Company, as determined by the Company and the LLC (together with the LLC and
the Management Stockholders, the “Selling Stockholders”), from time to time, in
one or more of the following types of transactions: (i) underwritten





















offerings; (ii) block transactions; (iii) derivative transactions with third parties; or
(iv) other types of hedging transactions (each a “Take-down Transaction”).


 


Section 1.2             Demand
Right         In consideration of the Company filing the
Shelf Registration Statement, the LLC agrees to reduce by one the number of
demand registration rights available to it pursuant to the Registration Rights
Agreement.  Furthermore, the Company, the
LLC and the Management Stockholders hereby agree that neither the filing nor
the effectiveness of the Shelf Registration Statement or any transaction
consummated under the Shelf Registration Agreement constitutes a demand under
Section 1.1 of the Registration Rights Agreement nor do such actions trigger
any rights accorded to Management Stockholders under Section 6.1 of the
Management Stockholders Agreement.


 


Section 1.3             Procedures
for Shelf Registration   The procedures
for any Take-down Transaction, including those relating to the allocation of
shares of Commons Stock for sale by the Management Stockholders, will be in
conformity with those set forth in the Registration Rights Agreement and the
Executive Stockholders Agreement and shall apply to any sales of Common Stock
sold in a Take-down Transaction and that the provisions set forth in Section
3(h), the paragraph immediately following Section 3(o) and the last paragraph
of Section 3 of the Registration Rights Agreement shall apply to the Shelf
Registration Statement.


 


Section 1.4             Waiver  The LLC hereby agrees to waive the provisions
set forth in Section 2 of the Registration Rights Agreement in connection with
any Take-down Transaction.


 


Section 1.5             Additional
Shelf Registrations Statements  The
parties agree that, in the event the Company determines to, or the LLC requests
the Company to and the Company in its reasonable judgment agrees to, file any
additional shelf registration statements (each an “Additional Registration
Statement”) providing for the resale by the LLC of Common Stock, they will
enter into an agreement substantially similar to this Agreement with respect to
such Additional Registration Statement, provided, however, the parties also
agree to enter good faith negotiations to amend and restate the Registration
Rights Agreement to reflect the understandings set forth in this Agreement as
well as any other modifications and amendments as the parties deem appropriate.


 


Section 1.8             Delay
and Suspension Rights  Upon a good
faith determination by a majority of the Board of Directors of the Company that
it is in the best interests of the Company for reasons including, but not
limited to, those under Section 3(h) of the Registration Rights Agreement, to
(i) suspend the use of a Shelf Registration Statement following the
effectiveness of a Shelf Registration Statement, or (ii) with respect to any
demand or other request to sell Common Stock registered under a Shelf
Registration Statement, delay an offering of Common Stock, then the Company, by
notice to the Selling Stockholders, may suspend sales of the Common Stock
pursuant to the Shelf Registration Statement for a reasonable period as
determined by the Board of Directors of the Company.


 


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ARTICLE
II


 


Section 2.1             Governing
Law  This Agreement will be governed
by and construed in accordance with the laws of the State of New York, without
giving effect to any conflicts of law principles that would dictate the application
of the laws of another jurisdiction.


 


Section 2.2             Counterparts         This Agreement may be executed in any
number of counterparts, which together shall constitute one and the same
instrument.


 


Section 2.3             Termination  This Agreement shall terminate on the later
of (i) three years from the date of effectiveness of the Shelf Registration
Statement or (ii) 30 days after the last share of Common Stock registered for
the account of the LLC is sold pursuant to the Shelf Registration Statement.


 


Section 2.4             Entire
Agreement; No Third Party Beneficiaries 
This Agreement is the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof. 
This Agreement is not intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.


 


*
* * * *


 


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                IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective
as of the date first written above.


 


 


 


	
   

  	
  ENDO PHARMA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael B. Goldberg

  
	
   

  	
  Name: 

  	
  Michael B. Goldberg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ENDO PHARMACEUTICALS
  HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey R. Black

  
	
   

  	
   

  	
  Name: Jeffrey R. Black

  
	
   

  	
   

  	
  Title:
  Executive Vice President, Chief Financial

  Officer and Treasurer

  



 


 


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  THE MANAGEMENT
  STOCKHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Carol A. Ammon

  
	
   

  	
   

  	
  Name: Carol A. Ammon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jeffrey R. Black

  
	
   

  	
   

  	
  Name: Jeffrey R. Black

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David A.H. Lee

  
	
   

  	
   

  	
  Name: David A.H. Lee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Caroline B. Manogue

  
	
   

  	
   

  	
  Name: Caroline B. Manogue

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Peter A. Lankau

  
	
   

  	
   

  	
  Name: Peter A. Lankau

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mariann T. MacDonald

  
	
   

  	
   

  	
  Name: Mariann T. MacDonald

  



 


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