AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS



 



Exhibit 10.1




AMENDMENT



TO



REGISTRATION RIGHTS AGREEMENT



          AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2003 (the
“Amendment”), by and among Endo Pharmaceuticals Holdings Inc., a Delaware
corporation (the “Company”), and Endo Pharma LLC, a Delaware limited liability
company (“Endo LLC,” and together with the Company, the “Parties”).



          WHEREAS, the Parties have entered into that certain Registration Rights
Agreement, dated July 17, 2000 (the “Registration Rights Agreement”);



          WHEREAS, the Company has filed a registration statement under the
Securities Act of 1933, as amended, in connection with a public offering of its
common stock, at the request of Endo LLC pursuant to its rights under Section
1.1 of the Registration Rights Agreement (the “Offering”);



          WHEREAS, the Parties desire to amend the Registration Rights Agreement
pursuant to Section 11.4 thereof, to clarify the scope of certain rights
granted under Section 1.4 thereof in connection with Endo Pharma LLC’s sales of
the Company’s common stock; and



          WHEREAS, all capitalized terms used in this Amendment, and not otherwise
defined herein, shall have the meanings assigned to them in the Registration
Rights Agreement.



          NOW THEREFORE, in consideration of the mutual promises and obligations of
the Parties, the Parties, by this Amendment, hereby amend the Registration
Rights Agreement as follows:



          1.
    Section 1.4 of the Registration Rights Agreement shall hereafter read
in full as follows:



“     1.4     Priority in Demand Registrations.


          (a)     If a registration pursuant to Section 1.1 hereof involves an
underwritten offering, and the managing underwriter (or, in the case of an
offering which is not underwritten, a nationally recognized investment banking
firm) shall advise the Company in writing (with a copy to Endo LLC) that, in
its opinion, the number of securities requested and otherwise proposed to be
included in such registration exceeds the number which can be sold in such
offering without materially and adversely affecting the offering price, the
Company will include in such registration the number which the Company is so
advised can be sold in such offering without such material adverse effect, in
the following order of priority:








 





               (1)     First, all of the Registrable Securities of Endo LLC;



               (2)     Second, up to the full number of shares of Common Stock requested to
be included in such registration by the Management Stockholders (as defined in
that certain Amended and Restated Stockholders Agreement, dated as of July 14,
2000, by and among the Company, Endo LLC, and the other parties named therein
(the “Stockholders Agreement”)) and by the Employee Stockholders (as defined in
that certain Amended and Restated Employee Stockholders Agreement, dated as of
June 23, 2003, by and among the Company, Endo LLC, and the other parties named
therein (the “Employee Stockholders Agreement”), which, in the good faith
opinion of such firm delivered in writing, can be sold without so materially
and adversely affecting such registration (and, if less than the full number of
such shares of Common Stock, allocated pro rata among the Management
Stockholders and the Employee Stockholders on the basis of the total number of
shares of Common Stock requested to be included therein by the Management
Stockholders and the Employee Stockholders); provided, however, that with
respect to the Management Stockholders and the Employee Stockholders, if the
managing underwriter(s) (or, in the case of an offering which is not
underwritten, a nationally recognized investment banking firm) in connection
with such registration determines that such offering would be materially and
adversely affected by the inclusion of Common Stock owned by the Management
Stockholders and the Employee Stockholders for any reason, such managing
underwriter(s) (or, in the case of an offering which is not underwritten, a
nationally recognized investment banking firm) may in its sole discretion
exclude all or, part of the Common Stock requested to be included therein by
the Management Stockholders and the Employee Stockholders on a pro rata basis,
unless the Company and the managing underwriter(s) (or, in the case of an
offering which is not underwritten, a nationally recognized investment banking
firm) shall agree to non pro rata treatment; and



               (3)     Third, the securities, if any, being sold by the Company.



          Notwithstanding the foregoing, neither the Company nor Endo LLC will be
required to give any notice to any holder of Registrable Securities or any
Employee Stockholder with respect to a given offering if such holder is to be
excluded from such offering pursuant to this Section 1.4.”



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          IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
of the date first written above.




	 	 	 	 	 
	 	 	ENDO PHARMACEUTICALS HOLDINGS INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Carol A. Ammon
	 	 	 	

	 	 	Name: Carol A. Ammon

Title: Chairman and Chief Executive

Officer
	 	 	 	 	 
	 	 	ENDO PHARMA LLC
	 	 	 	 	 
	 	 	
By:
	 	/s/ David Wahrhaftig
	 	 	 	

	 	 	Name:
David Wahrhaftig

Title: Initial Manager