EX-10.36



 






Exhibit 10.36




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 20,
2005 by Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Employer”), and Peter A.
Lankau (the “Employee”).



     WHEREAS, the Employer and the Employee entered into an employment agreement, dated as August
11, 2000 (the “Original Employment Agreement”);



     WHEREAS, the Employer and the Employee amended and restated the Original Employment Agreement
as of September 1, 2001 (the “2001 Employment Agreement”);



     WHEREAS, the Employee and the Board of Directors of the Employer have each determined that
amending and restating the 2001 Employment Agreement is advisable and desirable; and



     WHEREAS, the Board of Directors of the Employer has approved this Agreement upon the terms set
forth herein;



     NOW THEREFORE, in consideration of the premises and mutual agreements contained herein, the
parties, intending to be legally bound, agree as follows:



ARTICLE 1. DEFINITIONS.




          For the purposes of this Agreement, the following terms have the meanings specified or
referred to in this Article 1.




          “Agreement” means this Employment Agreement, including the Exhibits hereto, as amended from
time to time.




          “Basic Compensation” means Salary and Benefits.




          “Benefits” shall have the meaning set forth in Section 3.1(b).




          “Board of Directors” means the board of directors of the Employer.




          “Confidential Information” means any and all:




          (a) trade secrets concerning the business and affairs of the Employer, product specifications,
data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs,
drawings, samples, inventions and ideas, past, current, and planned research




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and development, current and planned manufacturing or distribution methods and processes,
customer lists, current and anticipated customer requirements, price lists, market studies,
business plans, computer software and programs (including object code and source code), computer
software and database technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas,
designs, methods and information);




          (b) information concerning the business and affairs of the Employer (which includes historical
financial statements, financial projections and budgets, historical and projected sales, capital
spending budgets and plans, the names and backgrounds of key personnel, personnel training and
techniques and materials) however documented; and




          (c) notes, analysis, compilations, studies, summaries, and other material prepared by or for
the Employer containing or based, in whole or in part, on any information included in the
foregoing.




     “CPI” means the Consumer Price Index-All Urban Consumers, Philadelphia Region (1982-1984 =
100), as published by the United States Department of Labor.



     “disability” shall have the meaning set forth in Section 6.2.



     “Effective Date” means January 1, 2006.



     “Employment Period” shall have the meaning set forth in Section 2.2.



     “Fiscal Year” means the Employer’s fiscal year, as it exists on the Effective Date or as
changed from time to time.



     “for cause” shall have the meaning set forth in Section 6.3.



     “for good reason” shall have the meaning set forth in Section 6.4.



     “Incentive Compensation” shall have the meaning set forth in Section 3.2.



     “person” means any individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust, association,
organization, or governmental body.



     “Post-Employment Period” shall have the meaning set forth in Article 8.



     “Renewal Term” shall have the meaning set forth in Section 2.2.



     “Salary” shall have the meaning set forth in Section 3.1(a).



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ARTICLE 2. EMPLOYMENT TERMS AND DUTIES.




          Section 2.1 Employment. The Employer hereby employs the Employee, and the Employee
hereby accepts employment by the Employer, upon the terms and conditions set forth in this
Agreement.




          Section 2.2 Term. Subject to the provisions of Article 6, the initial term of the
Employee’s employment under this Agreement will be one (1) year, beginning on the Effective Date
and ending on the first anniversary of the Effective Date (the “Initial Term”). The term of this
Agreement may be renewed by the Employee and the Employer for additional periods of one year (each,
a “Renewal Term”; the Initial Term together with all Renewal Terms, if any, are hereinafter
referred to as the “Employment Period”).




          Section 2.3 Duties. The Employee will have such duties as are assigned or delegated
to the Employee by the Board of Directors, and will initially serve as President and Chief
Executive Officer of the Employer and the Employee shall have the status, authority, duties and
responsibilities typically recognized as attributes of such position. The Employee will devote the
Employee’s business, time, attention, skill, and energy to the business of the Employer, will
promote the success of the Employer’s business, and will cooperate with the Board of Directors in
the advancement of the best interests of the Employer. Nothing in this Section 2.3, however, will
prevent the Employee from engaging in additional activities in connection with personal investments
and community affairs that are not inconsistent with the Employee’s duties under this Agreement.
It is expressly understood and agreed that to the extent any such activities have been conducted by
the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct
of activities similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to be inconsistent with the Employee’s duties under this Agreement. The
Employee shall, from time to time, inform the Board of Directors of those additional activities in
which the Employee is engaged. If the Employee is elected as a director of the Employer or as a
director or officer of any of Employer’s subsidiaries, the Employee will fulfill the Employee’s
duties as such director or officer without additional compensation.




          Section 2.4 Director’s and Officer’s Liability Coverage. The Employer shall cause
the Employee to be (a) indemnified as an officer and director of the Employer or any of its
affiliates, to the extent applicable, to the maximum extent permitted by applicable law, and (b)
covered by director’s and officer’s liability insurance as may be in effect from time to time in
connection with the Employee serving as an officer and director of Employer or any of its
affiliates. The provisions of this Section 2.4 shall survive termination of this Agreement for any
reason.




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ARTICLE 3. COMPENSATION.




          Section 3.1 Basic Compensation.




          (a) Salary. As of
the Effective Date, the Employee will be paid an annual salary of
$500,000, subject to adjustment as provided below (the “Salary”), which will be payable in equal
periodic installments according to the Employer’s customary payroll practices, but no less
frequently than monthly. The Salary will be reviewed by the Board of Directors not less frequently
than annually, and be adjusted in the sole discretion of the Board of Directors, but in no event
will the Salary be less than $500,000 per year. In determining the amount of any adjustment to
Salary, the Board of Directors shall take into account inflation, merit, changes in
responsibilities and industry salary practices for executives. Any increase in Salary shall not
serve to limit or reduce any other obligation to the Employee under this Agreement. Salary shall
not be reduced after such increase unless such reduction is part of a reduction in salaries of
specified management personnel of the Employer undertaken in a program approved by the Employer’s
Board of Directors.




          (b) Benefits. The Employee will, during the Employment Period, be permitted to
participate in such incentive, savings, pension, profit sharing, bonus, life insurance,
hospitalization and major medical, and other employee benefit plans, practices, policies and
programs, of the Employer that may be in effect from time to time, to the extent the Employee is
eligible under the terms of those plans (collectively, the “Benefits”).




          (c) Stock Options. To the extent the Employer determines to award stock options or
other similar consideration to management personnel based upon duration of employment or achieving
performance targets, or both, Employee shall be permitted to participate in such programs, and the
Employer and the Employee shall enter into an addendum to this Agreement outlining the terms of
such participation.




          Section 3.2 Incentive Compensation. For each Fiscal Year or part thereof during the
Employment Period the Employee shall be paid in cash as additional compensation (the “Incentive
Compensation”) for the services to be rendered by the Employee pursuant to this Agreement, an
amount equal to fifty percent (50%) of the Salary for such Fiscal Year (or such lesser (including
zero) or greater (not to exceed two hundred) percent of the Salary for such Fiscal Year as is
recommended in good faith to the Board of Directors by the Chief Financial Officer of the Employer
and approved by the Board of Directors) if the Employer meets the performance targets set by the
Board of Directors (the “Performance Targets”) for such Fiscal Year. Incentive Compensation for
each Fiscal Year or part thereof shall be paid as soon as practicable following receipt by the
Employer of its audited financial statements for the Fiscal Year for which the Incentive
Compensation is being paid, unless the Employee shall elect to defer the receipt of such Incentive
Compensation. The Employee shall be permitted to submit a proposal for additional incentive
compensation with respect to the period commencing on the date hereof and ending at the end of the
Employer’s current Fiscal Year, and the Employer shall consider such proposal in good faith.





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ARTICLE 4. FACILITIES AND EXPENSES.




     The Employer will furnish the Employee office space, equipment, supplies, and such other
facilities and personnel as the Employer deems necessary or appropriate for the performance of the
Employee’s duties under this Agreement. The Employer will pay the Employee’s dues in such
professional societies and organizations as are appropriate, and will pay on behalf of the Employee
(or reimburse the Employee for) reasonable expenses incurred by the Employee at the request of, or
on behalf of, the Employer in the performance of the Employee’s duties pursuant to this Agreement,
and in accordance with the Employer’s employment policies, including reasonable expenses incurred
by the Employee in attending conventions, seminars, and other business meetings, in appropriate
business entertainment activities, and for promotional expenses. The Employee must file expense
reports with respect to such expenses in accordance with the Employer’s policies.



ARTICLE 5. VACATIONS AND HOLIDAYS.




     The Employee will be entitled to paid vacation each Fiscal Year in accordance with the
vacation policies of the Employer in effect for its executive officers from time to time, provided
that in no event shall such number of paid vacation days be fewer than twenty. Vacation must be
taken by the Employee at such time or times as approved by the Chairman of the Board. The Employee
will also be entitled to the paid holidays and other paid leave set forth in the Employer’s
policies. Vacation days and holidays during any Fiscal Year that are not used by the Employee
during such Fiscal Year may be used in any subsequent Fiscal Year.



ARTICLE 6. TERMINATION AND ELECTION NOT TO RENEW.




     Section 6.1 Events of Termination. The Employment Period, the Employee’s Basic
Compensation and Incentive Compensation, and any and all other rights of the Employee under this
Agreement or otherwise as an employee of the Employer will terminate (except as otherwise provided
in this Article 6):



     (a) upon the death of the Employee;



     (b) upon the disability of the Employee (as defined in Section 6.2);



     (c) for cause (as defined in Section 6.3), immediately upon notice from the Employer to the
Employee, or at such later time as such notice may specify, unless otherwise provided in Section
6.3; or



     (d) for good reason (as defined in Section 6.4) upon not less than thirty days’ prior notice
from the Employee to the Employer; or



     (e) by the Company other than for cause upon not less than thirty days’ prior notice from the
Employer to the Employee or by the Employee for good reason, in each case within 12 months
following the occurrence of a Change of Control (as defined in Section 6.5(e)).



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     Section 6.2 Definition of Disability. For purposes of Sections 6.1 and 6.3, the
Employee will be deemed to have a “disability” if, as a result of the Employee’s incapacity due to
reasonably documented physical illness or injury or mental illness, the Employee shall have been
unable for more than six months in any twelve month period to perform Employee’s duties hereunder
on a full time basis and within 30 days after written notice of termination has been give to the
Employee, the Employee shall not have returned to the full time performance of such duties. The
date of termination in the case of a termination for “disability” shall be the last day of the
aforementioned 30-day period.



     Section 6.3 Definition of “For Cause.” For purposes of Section 6.1, the phrase “for
cause” means: (a) the continued failure, after written demand is delivered to the Employee which
specifically identifies the failure, by the Employee substantially to perform the Employee’s duties
under this Agreement (other than any such failure resulting from “disability”), (b) the engagement
by the Employee in serious misconduct that has caused, or in the good faith judgment of the Board
of Directors may cause if not discontinued, material harm (financial or otherwise) to the Employer
or any of its subsidiaries, if any (provided that with respect to misconduct that the Board of
Directors determines may cause material harm if not discontinued, a written demand is delivered to
the Employee specifically identifying the misconduct and the Employee continues the misconduct),
such material harm to include, without limitation, (i) the disclosure of material secret or
confidential information of the Employer or any of its subsidiaries, if any, (ii) the debarment of
the Employer or any of its subsidiaries, if any, by the U.S. Food and Drug Administration or any
successor agency (the “FDA”), or (iii) the registration of the Employer or any of its subsidiaries,
if any, with the U.S. Drug Enforcement Administration of any successor agency (the “DEA”) to be
revoked or an application with the DEA to be denied, (c) the debarment of the Employee by the FDA,
or (d) the continued material breach by the Employee of this Agreement or the amended and restated
Stockholders Agreement, dated as of July 14, 2000, among the Employee, the Employer and other
parties named therein (the “Stockholder’s Agreement”) after written demand is delivered to the
Employee which specifically identifies the breach.



     Section 6.4 Definition of “For Good Reason.” For purposes of Sections 6.1 and 6.5(e),
the phrase “for good reason” means the following: (a) the Employer’s material breach Section 2.4,
3.1 or 3.2 or of this Agreement or its obligations under the Stockholder’s Agreement for the
benefit of Employee; or (b) the assignment of the Employee without the Employee’s consent to a
position, responsibilities, or duties of a materially lesser status or degree of responsibility
than the Employee’s position, responsibilities, or duties at the Effective Date.



     Section 6.5 Termination Pay. Effective upon the termination of this Agreement, the
Employer will be obligated to pay the Employee (or, in the event of Employee’s death, Employee’s
designated beneficiary as defined below) only such compensation as is provided in this Section 6.5
or Section 6.6. For purposes of this Section 6.5, the Employee’s designated beneficiary will be
such individual beneficiary or trust, located at such address, as the Employee may designate by
notice to the Employer from time to time or, if the Employee fails to give notice to the Employer
of such a beneficiary, the Employee’s estate. Notwithstanding the preceding sentence, the Employer
will have no duty, in any circumstances, to attempt to open an



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estate on behalf of the Employee, to determine whether any beneficiary designated by the
Employee is alive or to ascertain the address of any such beneficiary, to determine the existence
of any trust, to determine whether any person or entity purporting to act as the Employee’s
personal representative (or the trustee of a trust established by the Employee) is duly authorized
to act in that capacity, or to locate or attempt to locate any beneficiary, personal
representative, or trustee.



     (a) Termination by the Employee for Good Reason. If the Employee terminates this
Agreement for good reason (except as otherwise provided in Section 6.5(e)), the Employer will (i)
pay (A) monthly to the Employee the Employee’s Salary for the remainder of the Employment Period or
eighteen (18) months, whichever is longer, and (B) the Employee’s Incentive Compensation for the
Fiscal Year during which the termination is effective, prorated through the date of termination,
provided that the applicable Performance Targets are met, and (ii) continue to provide the Employee
with the Benefits for the remainder of the Employment Period or eighteen (18) months, whichever is
longer.



     (b) Termination by the Employer for Cause. If the Employer terminates this Agreement
for cause, the Employee will be entitled to receive the Employee’s Salary and Incentive
Compensation prorated through the date such termination is effective



     (c) Termination upon Disability. If this Agreement is terminated by either party as a
result of the Employee’s disability, as determined under Section 6.2, the Employer will pay the
Employee the Salary and Incentive Compensation (if the applicable Performance Targets are met)
through the remainder of the calendar month during which such termination is effective and the
period until disability insurance benefits commence (“Disability Coverage Commencement”) under the
disability insurance coverage furnished by the Employer to the Employee. From and after Disability
Coverage Commencement and for eighteen (18) consecutive months thereafter, the Employer will make
regular payments to the Employee in the amount by which the Salary exceeds the Employee’s
disability insurance benefits.



     (d) Termination upon Death. If this Agreement is terminated because of the Employee’s
death, the Employee will be entitled to receive the Employee’s Salary through the end of the
calendar month in which the Employee’s death occurs, and Incentive Compensation (if the applicable
Performance Targets are met) for the Fiscal Year during which the Employee’s death occurs, prorated
through the date of the Employee’s death.



     (e) Termination upon Change of Control. If (A) following the occurrence of a tender
offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse
split, sale or transfer of assets or other transaction, as a result of which any person, entity or
group, other than an Affiliate of the Company prior to the occurrence of such event, as the case
may be, (i) becomes the beneficial owner, directly or indirectly, of securities of the Company
representing more than 50% of the ordinary shares of the Company or representing more than 50% of
the combined voting power with respect to the election of directors, (ii) obtains the ability to
appoint a majority of the board of directors of the Company or (iii) obtains the ability to direct
the operations or management of the Company (a “Change of Control”) and (B) within twelve (12)
months of such Change in Control, the Employee is terminated by the



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Employer other than for cause, death or disability or by the Employee for good reason, then
the Employee will be entitled to receive (x) a lump sum payment equal to the Employee’s Salary for
the remainder of the Employment Period plus eighteen months, (y) a lump sum payment with respect to
the Employee’s Incentive Compensation for the Fiscal Year during which the termination is
effective, provided that the applicable Performance Targets are met, and (z) Benefits for a period
equal to the remainder of the Employment Period plus eighteen (18) months.



     (f) Benefits. Unless otherwise specifically provided herein or otherwise provided for
in the Benefits, the Employee’s accrual of, or participation in plans providing for, the Benefits
will cease at the effective date of the termination of this Agreement, and the Employee will be
entitled to accrued Benefits pursuant to such plans only as provided in such plans.



     Section 6.6 Election Not to Renew. If the Employee elects to renew this Agreement for
a Renewal Term, but the Employer does not, and the Employer’s election not to renew is not for
cause, the Employee will be entitled to receive, the Salary for the remainder, if any, of the
calendar month in which such termination is effective and for eighteen (18) consecutive calendar
months thereafter and the Benefits for eighteen (18) consecutive months after the date of
termination.



     Section 6.7 Adjustments for CPI. The amounts payable to the Employee pursuant to
Sections 6.5(a) and 6.6 shall be adjusted based on CPI every twelve (12) months to account for
changes in the cost of living.



ARTICLE 7. NON-DISCLOSURE COVENANT.




     Section 7.1 Acknowledgments by the Employee. The Employee acknowledges that (a)
during the Employment Period and as a part of the Employee’s employment, the Employee will be
afforded access to Confidential Information; and (b) public disclosure of such Confidential
Information could have an adverse effect on the Employer and its business.



     Section 7.2 Agreements of the Employee. In consideration of the compensation and
benefits to be paid or provided to the Employee by the Employer under this Agreement, the Employee
covenants as follows:



     (a) During and following the Employment Period, the Employee will hold in confidence the
Confidential Information and will not disclose it to any person except with the specific prior
written consent of the Employer, as otherwise may be required by law or legal process or except as
otherwise expressly permitted by the terms of this Agreement.



     (b) If any information that the Employer deems to be a trade secret is found by a court of
competent jurisdiction not to be a trade secret for purposes of this Agreement, such information
will, nevertheless, be considered Confidential Information for purposes of this



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Agreement. The Employee hereby waives any requirement that the Employer submit proof of the
economic value of any trade secret or post a bond or other security.



     (c) None of the foregoing obligations and restrictions applies to any part of the Confidential
Information that the Employee demonstrates was or became generally available to the public other
than as a result of a disclosure by the Employee.



     (d) Upon termination of this Agreement by either party, or upon the request of the Employer
during the Employment Period, the Employee will return to the Employer all Confidential Information
in the Employee’s possession or subject to the Employee’s control, and the Employee may not retain
any copies, abstracts, sketches, or other physical embodiment of any of the Confidential
Information.



ARTICLE 8. NON-COMPETITION AND NON-INTERFERENCE.




     The Employee covenants that the Employee will not, directly or indirectly during the
Employment Period, except in the course of the Employee’s employment hereunder, and during the
Post-Employment Period, directly or indirectly manage, operate, control, or participate in the
management, operation, or control of, be employed by, associated with, or in any manner connected
with, lend the Employee’s name to, or render services or advice to, any third party or any business
whose products compete in whole or in part with the products of the Employer (disregarding any
non-pain management products that were not products promoted by the Employer during the last three
years).



     For purposes of this Article 8, the term “Post-Employment Period” means the period beginning
on the effective date of termination of the Employee’s employment hereunder and ending on the later
to occur of (i) 18 months after the effective date of such termination or (ii) the date amounts
payable to Employee under Section 6.5 (a) and (c) and Section 6.6 are to have been paid in full
pursuant to this Agreement (provided that notwithstanding anything in this Agreement to the
contrary, such amounts are being timely paid by the Employer) .



     If any covenant in this Article 8 is held to be unreasonable, arbitrary, or against public
policy, such covenant will be considered to be divisible with respect to scope, time, and
geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not against public
policy, will be effective, binding, and enforceable against the Employee.



ARTICLE 9. GENERAL PROVISIONS.




     Section 9.1 Injunctive Relief and Additional Remedy. The Employee acknowledges that
the injury that would be suffered by the Employer as a result of a breach of the provisions of this
Agreement (including any provision of Articles 7 and 8) would be irreparable and that an award of
monetary damages to the Employer for such a breach would be an inadequate remedy. Consequently,
the Employer will have the right, in addition to any other rights it may have, to obtain injunctive
relief to restrain any breach or threatened breach or



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otherwise to specifically enforce any provision of this Agreement, and the Employer will not
be obligated to post bond or other security in seeking such relief.



     Section 9.2 Essential and Independent Covenants. The covenants by the Employee in
Articles 7 and 8 are essential elements of this Agreement, and without the Employee’s agreement to
comply with such covenants, the Employer would not have entered into this Agreement or employed or
continued the employment of the Employee. The Employer and the Employee have independently
consulted their respective counsel and have been advised in all respects concerning the
reasonableness and propriety of such covenants, with specific regard to the nature of the business
conducted by the Employer.



     If the Employee’s employment hereunder expires or is terminated, this Agreement will continue
in full force and effect as is necessary or appropriate to enforce the covenants and agreements of
the Employee in Articles 7 and 8.



     Section 9.3 Duty to Mitigate. The Employee shall not be required to mitigate damages
or the amount of any payment required under this Agreement, nor shall the payments due the Employee
hereunder be reduced or offset by reason of any payments the Employee may receive from any other
source.



     Section 9.4 Representations and Warranties by the Employee. The Employee represents
and warrants to the Employer that the execution and delivery by the Employee of this Agreement do
not, and the performance by the Employee of the Employee’s obligations hereunder will not, with or
without the giving of notice or the passage of time, or both: (a) violate any judgment, writ,
injunction, or order of any court, arbitrator, or governmental agency applicable to the Employee;
or (b) conflict with, result in the breach of any provisions of or the termination of, or
constitute a default under, any agreement to which the Employee is a party or by which the Employee
is or may be bound.



     Section 9.5 Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or privilege will preclude
any other or further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege.



     Section 9.6 Binding Effect; Delegation of Duties Prohibited. This Agreement shall
inure to the benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs, and legal representatives, including any entity with which the Employer
may merge or consolidate or to which all or substantially all of its assets may be transferred.
The duties and covenants of the Employee under this Agreement, being personal, may not be
delegated.



     Section 9.7 Notices. All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by telecopier (with written



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confirmation of receipt), provided that a copy is mailed by registered mail, return receipt
requested, or (c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a party may designate
by notice to the other parties):



	 	 	 
	If to the Employer:

	 	Endo Pharmaceuticals Inc.

100 Endo Boulevard

Chadds Ford, PA 19317

Attention: Carol A. Ammon
	 
	 	 
	If to the Employee:

	 	100 Endo Boulevard

Chadds Ford, PA 19317






     Section 9.8 Entire Agreement; Amendments. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and thereof and supersedes
all prior agreements and understandings, oral or written, between the parties hereto with respect
to the subject matter hereof and thereof.. This Agreement may not be amended orally, but only by
an agreement in writing signed by the parties hereto.



     Section 9.9 Governing Law. This Agreement will be governed by and construed under
the laws of the State of Delaware without regard to conflicts of laws principles.



     Section 9.10 Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction or interpretation.
All references to “Section” or “Sections” refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be construed to be of
such gender or number as the circumstances require. Unless otherwise expressly provided, the word
“including” does not limit the preceding words or terms.



     Section 9.11 Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or
unenforceable.



     Section 9.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same agreement.



[SIGNATURES FOLLOW]




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     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
first written above.




	 	 	 	 	 
	 	ENDO PHARMACEUTICALS HOLDINGS INC.

 	 
	 	By:  	/s/ DAVID I. WAHRHAFTIG
 	 
	 	 	Name:  	David I. Wahrhaftig 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                          /s/ Peter A. Lankau
 	 
	 	Peter A. Lankau 	 
	 	 	 
	 




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