Ex. 10.223 RRA Counterpart 5.375% 2023


Exhibit 10.223




Counterpart to Registration Rights Agreement
February 3, 2015
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.





Exhibit 10.223




IN WITNESS WHEREOF, each of the undersigned has executed this counterpart as of the date first written above.


	
		
	AUXILIUM INTERNATIONAL HOLDINGS, INC.

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	SLATE PHARMACEUTICALS, INC.

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	TIMM MEDICAL TECHNOLOGIES, INC.

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	ACTIENT HOLDINGS LLC

	as a Guaranteeing Subsidiary




	
		
	By:
	AUXILIUM PHARMACEUTICALS, INC.,

	 
	its manager




	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary




 	
		
	ACTIENT PHARMACEUTICALS LLC

	as a Guaranteeing Subsidiary





[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]




Exhibit 10.223




	
		
	By:
	ACTIENT HOLDINGS LLC,

	 
	its manager



	
		
	By:
	AUXILIUM PHARMACEUTICALS, INC.,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	ACTIENT THERAPEUTICS LLC

	as a Guaranteeing Subsidiary



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	AUXILIUM US HOLDINGS LLC,

	as a Guaranteeing Subsidiary



	
		
	By:
	AUXILIUM PHARMACEUTICALS, INC.,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary






	
		
	AUXILIUM PHARMACEUTICALS, INC.,

	as a Guaranteeing Subsidiary



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary









[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]




Exhibit 10.223




 	
		
	70 MAPLE AVENUE, LLC

	as a Guaranteeing Subsidiary




	
		
	By:
	ACTIENT PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	ACTIENT HOLDINGS 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 Guaranteeing Subsidiary




	
		
	By:
	ACTIENT PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	ACTIENT HOLDINGS LLC,

	 
	its manager



	
		
	By:
	AUXILIUM PHARMACEUTICALS LLC,

	 
	its manager



	
		
	By:
	/s/ Deanna Voss

	Name:
	 Deanna Voss 

	Title:
	 Assistant Secretary





[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]




Exhibit 10.223




	
		
	AUXILIUM UK LTD

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Orla Dunlea

	Name:
	Orla Dunlea

	Title:
	Director





[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]




Exhibit 10.223




	
		
	AUXILIUM BERMUDA UNLIMITED

	as a Guaranteeing Subsidiary




	
		
	By:
	 /s/ Susan Hall

	Name:
	Susan Hall

	Title:
	Director





[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]




Exhibit 10.223




	
		
	ENDO FINANCE II LIMITED

	as a Guaranteeing Subsidiary




	
		
	By:
	/s/ Orla Dunlea

	Name:
	Orla Dunlea

	Title:
	Director





[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]