EX-4.2





 Exhibit 4.2 

Execution Version 

FIRST SUPPLEMENTAL INDENTURE 

Dated as of June 16, 2020 

Among 
 Par Pharmaceutical, Inc.
as the Issuer, 
 the Guarantors party hereto 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee 

7.500% SENIOR SECURED NOTES DUE 2027 
  












 This SUPPLEMENTAL INDENTURE, dated as of June 16, 2020 (this “Supplemental
Indenture”), among Par Pharmaceutical, Inc., a New York corporation (the “Issuer”), the Guarantors party hereto (the “Guarantors”), 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, the Issuer, the Guarantors and the Trustee are party to an Indenture, dated as of March 28, 2019 (as amended or supplemented
prior to the date hereof, the “Indenture”) relating to the issuance from time to time by the Issuer of its 7.500% Senior Secured Notes due 2027; 

WHEREAS, pursuant to the Indenture, the Issuer initially issued $1,500,000,000 aggregate principal amount of its 7.500% Senior Secured Notes
due 2027 (the “Initial Notes”); 
 WHEREAS, Section 9.01(g) of the Indenture provides that the Issuer may provide for
the issuance of Additional Notes (as defined in the Indenture) as permitted by Section 2.01 therein; 
 WHEREAS, the Issuer wishes to
issue an additional $516.0 million aggregate principal amount of its 7.500% Senior Secured Notes due 2027 as Additional Notes under the Indenture (the “Additional Securities”); 

WHEREAS, in connection with the issuance of the Additional Securities, the Issuer and the Guarantors have each duly authorized the execution
and delivery of this Supplemental Indenture; and 
 WHEREAS, pursuant to Sections 2.01 and 9.01 of the Indenture, the parties hereto are
authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as
follows: 
 1.    CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole
and not to any particular section hereof. 
 2.    ADDITIONAL NOTES. As of the date
hereof, the Issuer will issue the Additional Securities. The Additional Securities issued pursuant to this Supplemental Indenture constitute Additional Notes issued pursuant to Section 2.01 of the Indenture and shall be consolidated with and
form a single class with the Initial Notes previously established pursuant to the Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. The Additional Securities shall have the same terms
and conditions in all respects as the Initial Notes, except that the issue date of the Additional Securities shall be June 16, 












 
2020 and the date from which interest therein shall accrue is April 1, 2020. Subject to the foregoing, the title and terms of the Additional Securities are set forth and incorporated by
reference and shall be substantially in the form of Exhibit A to this Supplemental Indenture. 

3.    AGGREGATE PRINCIPAL AMOUNT. The aggregate principal amount of the
Additional Securities that may be authenticated and delivered pursuant to this Supplemental Indenture shall be $516.0 million. 

4.    FURTHER ASSURANCES. The Issuer and each Guarantor shall take all appropriate steps to
cause the Additional Securities to be Secured Obligations, pursuant to, and to the extent required by, the Security Documents and the Indenture as supplemented by this Supplemental Indenture. 

5.    GOVERNING LAW; WAIVER OF JURY
TRIAL. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE ISSUER AND EACH OF 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 (OTHER THAN ANY SECURITY DOCUMENTS WHICH SPECIFY A DIFFERENT JURISDICTION) 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. THE ISSUER AND EACH OF 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. THE GUARANTEEING SUBSIDIARY, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, SHALL APPOINT CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NY 10011, AS ITS AGENT FOR
SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SAID AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE GUARANTEEING
SUBSIDIARY AGREES TO DELIVER, UPON THE EXECUTION AND DELIVERY OF THIS SUPPLEMENTAL INDENTURE, A WRITTEN ACCEPTANCE BY SUCH AGENT OF ITS APPOINTMENT AS SUCH AGENT. THE GUARANTEEING SUBSIDIARY, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES,
FURTHER AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND ALL SUCH DOCUMENTS AND INSTRUMENTS, AS MAY BE REASONABLY NECESSARY TO CONTINUE SUCH DESIGNATION AND APPOINTMENT OF CT CORPORATION SYSTEM IN FULL FORCE AND EFFECT FOR SO LONG
AS THE INDENTURE, AS SUPPLEMENTED, REMAINS IN FORCE. THE ISSUER, THE TRUSTEE AND EACH OF 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. 

  
 -2- 













 6.    RATIFICATION OF
INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURES. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby. 
 7.    COUNTERPARTS; FACSIMILE OR ELECTRONIC
SIGNATURES. The parties may sign any number of copies of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement. The exchange of copies of this
Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture
for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

8.    EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

9.    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 Issuer and the Guarantors. 

[Signature Pages Follow] 

  
 -3- 













 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. 
  

					
	 PAR PHARMACEUTICAL, INC.

as Issuer

		
	By:	 	 /s/ Deanna Voss

		 	Name:	 	Deanna Voss
		 	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
					
	 ENDO FINANCE LLC

as a Guarantor

		
	By:	 	 /s/ Deanna Voss

		 	Name:	 	Deanna Voss
		 	Title:	 	Secretary
	
	ENDO FINCO INC.
	 as a Guarantor

		
	By:	 	 /s/ Deanna Voss

		 	Name:	 	Deanna Voss
		 	Title:	 	Secretary
	
	ENDO DESIGNATED ACTIVITY COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

		 	Name:	 	Rahul Garella
		 	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
					
	ENDO INTERNATIONAL PLC
	 as a Guarantor

		
	By:	 	 /s/ Deanna Voss

		 	Name:	 	Deanna Voss
		 	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO LUXEMBOURG INTERNATIONAL FINANCING SARL
	 as a Guarantor

		
	By:	 	 /s/ Paul T. Kohler, Jr.

	Name:	 	Paul T. Kohler, Jr.
	Title:	 	A Manager
		
	By:	 	 /s/ Francois-Xavier Goossens

	Name:	 	Francois-Xavier Goossens
	Title:	 	B Manager



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO EUROFIN UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO AESTHETICS LLC
	 as a Guarantor

	by: ENDO HEALTH SOLUTIONS INC.,
	its managing member
		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	 ENDO PROCUREMENT OPERATIONS LIMITED

	 as a Guarantor

		
	 By:
	 	 /s/ Rahul Garella

	 Name:
	 	 Rahul Garella

	 Title:
	 	 Director




  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO GLOBAL DEVELOPMENT LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Marie-Therese Bolger

	Name:	 	Marie-Therese Bolger
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO GLOBAL AESTHETICS LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO GLOBAL BIOLOGICS LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	OPERATIONS REFINANCING COMPANY BERMUDA LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Mark T. Bradley

	Name:	 	Mark T. Bradley
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO U.S. FINANCE, LLC
	 as a Guarantor

	by: ENDO U.S. INC,
	its sole member
		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO INNOVATION VALERA, LLC
	 as a Guarantor

	by: ENDO PHARMACEUTICALS VALERA INC.,
	its managing member
		
	By:	 	 /s/ Terrell Stevens

	Name:	 	Terrell Stevens
	Title:	 	Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO GLOBAL FINANCE, LLC
	 as a Guarantor

		
	By:	 	 /s/ Mark T. Bradley

	Name:	 	Mark T. Bradley
	Title:	 	Manager



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ACTIENT THERAPEUTICS, LLC
	AUXILIUM PHARMACEUTICALS, LLC
	AUXILIUM INTERNATIONAL HOLDINGS, LLC
	DAVA PHARMACEUTICALS, LLC
	ENDO HEALTH SOLUTIONS INC.
	ENDO PHARMACEUTICALS INC.
	ENDO PHARMACEUTICALS SOLUTIONS INC.
	JHP GROUP HOLDINGS, LLC
	PAR, LLC
	SLATE PHARMACEUTICALS, LLC
	ENDO GENERICS HOLDINGS, INC.
	 PAR STERILE PRODUCTS, LLC
 ANCHEN
INCORPORATED

	ANCHEN PHARMACEUTICALS, INC.
	GENERICS INTERNATIONAL (US), INC.
	INNOTEQ, INC.
	PAR PHARMACEUTICAL COMPANIES, INC.
	PAR PHARMACEUTICAL HOLDINGS, INC.
	KALI LABORATORIES, LLC
	ASTORA WOMEN’S HEALTH, LLC
	 each, as a Guarantor

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ANCHEN 2 INCORPORATED
	ANCHEN PHARMACEUTICALS 2, INC.
	ENDO PHARMACEUTICALS VALERA INC.
	GENERICS INTERNATIONAL (US PARENT), INC.
	GENERICS INTERNATIONAL (US) 2, INC.
	INNOTEQ 2, INC.
	JHP GROUP HOLDINGS 2, INC.
	KALI LABORATORIES 2, INC.
	PAR PHARMACEUTICAL 2, INC.
	PAR TWO, INC.
	 each, as a Guarantor

		
	By:	 	 /s/ Terrell Stevens

	Name:	 	Terrell Stevens
	Title:	 	Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO PHARMACEUTICALS FINANCE LLC
	 as a Guarantor

	by: GENERICS INTERNATIONAL (US PARENT), INC.
	 its manager

		
	By:	 	 /s/ Terrell Stevens

	Name:	 	Terrell Stevens
	Title:	 	Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	JHP ACQUISITION, LLC
	as a Guarantor
	by: JHP GROUP HOLDINGS, LLC,
	its manager
		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary
	
	ENDO LLC
	ENDO U.S. INC.
	ENDO FINANCE OPERATIONS LLC
	 each, as a Guarantor

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Secretary
	
	GENERICS BIDCO I, LLC
	MOORES MILL PROPERTIES, L.L.C.
	VINTAGE PHARMACEUTICALS, LLC
	 each, as a Guarantor

	 by: GENERICS INTERNATIONAL (US), INC.,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	DAVA INTERNATIONAL, LLC
	 as a Guarantor

	 by: DAVA PHARMACEUTICALS, LLC,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary
	
	ACTIENT PHARMACEUTICALS LLC
	 as a Guarantor

	 by: AUXILIUM PHARMACEUTICALS, LLC,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary
	
	AUXILIUM US HOLDINGS, LLC
	 as a Guarantor

	 by: AUXILIUM PHARMACEUTICALS, LLC,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	70 MAPLE AVENUE, LLC
	 as a Guarantor

	 by: ACTIENT PHARMACEUTICALS LLC,

	 its manager

	 by: AUXILIUM PHARMACEUTICALS, LLC,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary
	
	TIMM MEDICAL HOLDINGS, LLC
	 as a Guarantor

	 by: ACTIENT PHARMACEUTICALS LLC,

	 its manager

	 by: AUXILIUM PHARMACEUTICALS, LLC,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary
	
	QUARTZ SPECIALTY PHARMACEUTICALS, LLC
	 as a Guarantor

	 by: GENERICS BIDCO I, LLC,

	 its manager

	 by: GENERICS INTERNATIONAL (US), INC.,

	     its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary
	
	ENDO PAR INNOVATION COMPANY, LLC
	 as a Guarantor

	 by: PAR PHARMACEUTICAL, INC.,

	 its manager

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Assistant Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	PAR LABORATORIES EUROPE, LTD.
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO SOMAR HOLDINGS B.V.
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Managing Director A
		
	By:	 	 /s/ Gert Jan Rietberg

	Name:	 	Gert Jan Rietberg
	Title:	 	Managing Director B



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO VENTURES CYPRUS LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Jenny O’Connell

	Name:	 	Jenny O’Connell
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO FINANCE UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO FINANCE II UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO FINANCE III UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO FINANCE IV UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO FINANCE V UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO IRELAND FINANCE UNLIMITED COMPANY
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO IRELAND FINANCE II LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	 ENDO MANAGEMENT LIMITED

as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	 ENDO TOPFIN LIMITED

as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO VENTURES LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	HAWK ACQUISITION IRELAND LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director
	
	ENDO IRELAND HOLDINGS LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO VENTURES BERMUDA LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Marie-Therese Bolger

	Name:	 	Marie-Therese Bolger
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO GLOBAL VENTURES
	 as a Guarantor

		
	By:	 	 /s/ Marie-Therese Bolger

	Name:	 	Marie-Therese Bolger
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO BERMUDA FINANCE LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	PALADIN LABS CANADIAN HOLDING INC.
	PALADIN LABS INC.
	 each, as a Guarantor

		
	By:	 	 /s/ Deanna Voss

	Name:	 	Deanna Voss
	Title:	 	Secretary



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
	 as a Guarantor

		
	By:	 	 /s/ Paul T. Kohler, Jr.

	Name:	 	Paul T. Kohler, Jr.
	Title:	 	A Manager
		
	By:	 	 /s/ François-Xavier Goossens

	Name:	 	François-Xavier Goossens
	Title:	 	B Manager
	
	ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
	 as a Guarantor

		
	By:	 	 /s/ Paul T. Kohler, Jr.

	Name:	 	Paul T. Kohler, Jr.
	Title:	 	A Manager
		
	By:	 	 /s/ François-Xavier Goossens

	Name:	 	François-Xavier Goossens
	Title:	 	B Manager
	
	ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
	 as a Guarantor

		
	By:	 	 /s/ Paul T. Kohler, Jr.

	Name:	 	Paul T. Kohler, Jr.
	Title:	 	A Manager
		
	By:	 	 /s/ François-Xavier Goossens

	Name:	 	François-Xavier Goossens
	Title:	 	B Manager



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO US HOLDINGS LUXEMBOURG I S.À R.L.
	 as a Guarantor

		
	By:	 	 /s/ Paul T. Kohler, Jr.

	Name:	 	Paul T. Kohler, Jr.
	Title:	 	A Manager
		
	By:	 	 /s/ François-Xavier Goossens

	Name:	 	François-Xavier Goossens
	Title:	 	B Manager



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	LUXEMBOURG ENDO SPECIALTY PHARMACEUTICALS HOLDING I S.À R.L.
	 as a Guarantor

		
	By:	 	 /s/ Paul T. Kohler, Jr.

	Name:	 	Paul T. Kohler, Jr.
	Title:	 	A Manager
		
	By:	 	 /s/ François-Xavier Goossens

	Name:	 	François-Xavier Goossens
	Title:	 	B Manager



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	GENERICS INTERNATIONAL VENTURES ENTERPRISES LLC
	 as a Guarantor

	by: ENDO VENTURES LIMITED,
	its sole member
		
	By:	 	 /s/ Marie-Therese Bolger

	Name:	 	Marie-Therese Bolger
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	ENDO AESTHETICS LOGISTICS LIMITED
	 as a Guarantor

		
	By:	 	 /s/ Rahul Garella

	Name:	 	Rahul Garella
	Title:	 	Director



  
 [Signature Page to the
First Supplemental Indenture] 













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 as Trustee

		
	By:	 	 /s/ Maddy Hughes

	Name:	 	Maddy Hughes
	Title:	 	Vice President



  
 [Signature Page to the
First Supplemental Indenture] 













 EXHIBIT A 

[Face of Note] 
 [Insert the Global Note
Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture] 
 CUSIP/ISIN [69888X AA7/ US69888XAA72] / [U7024R AA2/ USU7024RAA24] 

7.500% Senior Secured Notes due 2027 
  

			
	No.         	  	$                    

 PAR PHARMACEUTICAL, INC. 

promise to pay to
                     or registered assigns, the principal sum of
                                        
DOLLARS on April 1, 2027. 
 Interest Payment Dates: April 1 and October 1 

Record Dates: March 15 and September 15 
 Dated: 

 
  

  
 A-1 













 
			
	PAR PHARMACEUTICAL, INC.
		
	By:	 	
                     
                                       

		 	Name:
		 	Title:



  
 A-2 














			
	This is one of the Notes referred to
	in the within-mentioned Indenture:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	
                     
                   

		 	Authorized Signatory


  
 A-3 













 [Back of Note] 

7.500% Senior Secured Notes due 2027 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1)    INTEREST. Par Pharmaceutical, Inc., a New York corporation (the
“Issuer”), promises to pay or cause to be paid interest on the principal amount of this Note at 7.500% per annum from March 28, 2019 until maturity. The Issuer will pay interest, semi-annually in arrears on
April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day and no additional interest shall accrue (each, an “Interest Payment Date”). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further, that the first Interest Payment Date shall be October 1, 2020. The Issuer will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period), at the same rate to the extent lawful. 

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 
 (2)    METHOD OF
PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on the March 15 and September 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest on all Global Notes and all other Notes the
Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days prior to the applicable Interest Payment Date. Such payment will be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts. 

(3)    PAYING AGENT AND
REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the
Holders. The Issuer or any of the Parent’s Subsidiaries may act as Paying Agent or Registrar. 

  
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 (4)    INDENTURE.
The Issuer issued the Notes under an Indenture, dated as of March 28, 2019 (as amended or supplemented from time to time, the “Indenture”), among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuer. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 

(5)    OPTIONAL REDEMPTION. 

(a)    At any time prior to April 1, 2022, the Issuer may on any one or more occasions redeem up to
35% of the aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 107.500% of the principal amount of the Notes redeemed, plus accrued and
unpaid interest to, but not including, the date of redemption (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with
the net cash proceeds of an Equity Offering; provided that: 
 (1)    at least 65% of the
aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 

(2)    the redemption occurs within 120 days of the date of the closing of such Equity Offering. 

(b)    At any time prior to April 1, 2022, the Issuer may on any one or more occasions redeem all or a
part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, but not
including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. 

(c)    Except pursuant to this clause 5 and clause 7 below, the Notes will not be redeemable at the
Issuer’s option prior to April 1, 2022. 
 (d)    On or after to April 1, 2022, the Issuer
may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid
interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the 

  
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twelve-month period beginning on April 1 of the years indicated below (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment
date if the Notes have not been redeemed prior to such date): 
  

					
	 Year
	  	Percentage	 
	 2022
	  	 	105.625	% 
	 2023
	  	 	103.750	% 
	 2024
	  	 	101.875	% 
	 2025 and thereafter
	  	 	100.000	% 

 Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption on the applicable redemption date. 

(6)    MANDATORY REDEMPTION. Other than
as set forth in Section 3.08 of the Indenture, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7)    REDEMPTION FOR CHANGES IN
TAXES. The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued
and unpaid interest to, but not including, the Tax Redemption Date pursuant to Section 3.10 of the Indenture. 

(8)    REPURCHASE AT THE OPTION
OF HOLDER. 
 (a)    If there is a Change of Control
Repurchase Event, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes in a Change of Control offer (a
“Change of Control Offer”) at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the date of purchase, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event, the Issuer will send a notice to
each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b)    The Issuer may be required to make an offer to purchase Notes in the event of an Asset Sale as set
forth in Section 4.10 of the Indenture. 
 (9)    NOTICE OF
REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Issuer will send or cause to be sent, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to
Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of
Notes held by such Holder shall be redeemed or purchased. 

  
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 (10)    DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged
as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or
register the transfer of any Notes for a period of 15 days before the sending of any notice of redemption or during the period between a record date and the next succeeding Interest Payment Date. 

(11)    PERSONS DEEMED OWNERS. The
registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 

(12)    AMENDMENT, SUPPLEMENT AND
WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented as provided in the Indenture. 

(13)    DEFAULTS AND REMEDIES. If an
Event of Default (other than an Event of Default specified in Section 6.01(7) and 6.01(8) of the Indenture with respect to the Parent) shall have occurred and be continuing, either the Trustee or the Holders of at least 25% of the outstanding
principal amount of the Notes may declare to be immediately due and payable the principal amount of all such Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. Upon the effectiveness of such a declaration,
such principal, premium, accrued and unpaid interest, and other monetary obligations shall be due and payable immediately. If an Event of Default specified in Sections 6.01(7) and 6.01(8) of the Indenture with respect to the Parent shall occur, such
amounts with respect to all the Notes shall become automatically due and payable immediately without any further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee
may, on behalf of all the Holders, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium
on, if any, or interest on, the Notes (including in connection with an offer to purchase). 

(14)    TRUSTEE DEALINGS WITH THE
ISSUER. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates,
as if it were not the Trustee. 

  
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 (15)    NO RECOURSE
AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under
the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. 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 and the laws of certain foreign jurisdictions. 

(16)    AUTHENTICATION. This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent. 

(17)    ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act). 
 (18)    [RESERVED]. 

(19)    CUSIP OR ISIN NUMBERS. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP or ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP or ISIN numbers in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(20)    GOVERNING LAW; WAIVER OF JURY TRIAL. THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE ISSUER AND EACH OF 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 THE INDENTURE, THE NOTES, THE GUARANTEES AND ANY RELATED DOCUMENTS (OTHER
THAN ANY SECURITY DOCUMENTS WHICH SPECIFY A DIFFERENT JURISDICTION) 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. THE ISSUER AND EACH OF 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 GUARANTORS, TO THE
EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, SHALL APPOINT CT CORPORATION SYSTEM, 28 LIBERTY ST 42ND FLOOR, NEW YORK, NY 10005, AS ITS AGENT FOR SERVICE OF PROCESS IN 

  
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ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SAID AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR
PROCEEDING. EACH OF THE GUARANTORS AGREES TO DELIVER, UPON THE EXECUTION AND DELIVERY OF THE INDENTURE, A WRITTEN ACCEPTANCE BY SUCH AGENT OF ITS APPOINTMENT AS SUCH AGENT. EACH OF THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED
STATES, FURTHER AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND ALL SUCH DOCUMENTS AND INSTRUMENTS, AS MAY BE REASONABLY NECESSARY TO CONTINUE SUCH DESIGNATION AND APPOINTMENT OF CT CORPORATION SYSTEM IN FULL FORCE AND EFFECT FOR
SO LONG AS THE INDENTURE REMAINS IN FORCE. THE ISSUER, THE TRUSTEE AND EACH OF 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 THE INDENTURE, THIS NOTE OR THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY. 
 The Issuer will furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made to: 
 Par Pharmaceutical, Inc. 

1400 Atwater Drive 
 Malvern,
Pennsylvania 19355 
 Attention: Treasurer 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

(I) or (we) assign and transfer this Note to:           
                                         
                                         
                                         
                                         
   
 (Insert assignee’s legal name) 
  

                          
                                         
                                         
                                         
                                         
                                         
                
 (Insert assignee’s soc. sec. or tax
I.D. no.) 
  

                          
                                         
                                         
                                         
                                         
                                         
                
  

                          
                                         
                                         
                                         
                                         
                                         
                
  

                          
                                         
                                         
                                         
                                         
                                         
                
  

                          
                                         
                                         
                                         
                                         
                                         
                
 (Print or type assignee’s name, address
and zip code) 

and irrevocably appoint                    
                                         
                                         
                                         
                                         
                          

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

Date:
                             

                          
                                         
             Your Signature:
                                         
                                         
                                         
      

                          
                                         
                                         
           (Sign exactly as your name appears on the face of this Note) 

    Signature Guarantee*:
                                         
                                        

 

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 Option of Holder to Elect Purchase 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below: 
 ☐ Section 4.10              ☐ Section 4.14

 If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the
Indenture, state the amount you elect to have purchased: 

$                     

Date:                      

                       
                                         
        Your Signature:
                                         
                        

                          
                                         
                                         
                (Sign exactly as your name appears on the face of this Note) 

                       
                                         
        Tax Identification No.:
                                         
              
 Signature Guarantee*:
                                         
            
  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE * 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

																	
	 Date of Exchange
	  	Amount of decrease in
Principal Amount of
this Global Note	 	  	Amount of increase in
Principal Amount of
this Global Note	 	  	Principal Amount
of this Global Note
following such decrease
(or increase)	 	  	Signature of authorized
signatory of Trustee or
Custodian	 
		  				  				  				  			

  

	*	 This schedule should be included only if the Note is issued in global form. 



  
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