x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 2015
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
FOR THE TRANSITION PERIOD FROM TO
|
Ireland
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
|
First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland
|
Not Applicable
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Ordinary shares, nominal value $0.0001 per share
|
The NASDAQ Global Market, The Toronto Stock Exchange
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
|
|
|
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
Ordinary shares, $0.0001 par value
|
Number of ordinary shares outstanding as of
|
May 1, 2015
|
:
|
178,746,233
|
|
|
Page
|
Forward-Looking Statements
|
||
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
Item 1.
|
Financial Statements
|
|
|
Condensed Consolidated Balance Sheets March 31, 2015 (Unaudited) and December 31, 2014
|
|
|
Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 2015 and 2014
|
|
|
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) Three Months Ended March 31, 2015 and 2014
|
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2015 and 2014
|
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Signatures
|
||
Exhibit Index
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
377,461
|
|
|
$
|
408,753
|
|
Restricted cash and cash equivalents
|
534,162
|
|
|
530,930
|
|
||
Marketable securities
|
1,103
|
|
|
815
|
|
||
Accounts receivable
|
1,235,383
|
|
|
1,126,078
|
|
||
Inventories, net
|
611,401
|
|
|
423,321
|
|
||
Prepaid expenses and other current assets
|
54,601
|
|
|
38,680
|
|
||
Income taxes receivable
|
169,753
|
|
|
51,846
|
|
||
Deferred income taxes
|
650,411
|
|
|
561,974
|
|
||
Assets held for sale (NOTE 3)
|
1,693,594
|
|
|
1,937,864
|
|
||
Total current assets
|
$
|
5,327,869
|
|
|
$
|
5,080,261
|
|
MARKETABLE SECURITIES
|
3,349
|
|
|
1,506
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
406,757
|
|
|
387,703
|
|
||
GOODWILL
|
3,025,070
|
|
|
2,899,587
|
|
||
OTHER INTANGIBLES, NET
|
5,070,074
|
|
|
2,333,193
|
|
||
DEFERRED INCOME TAXES
|
3,019
|
|
|
5,059
|
|
||
OTHER ASSETS
|
309,539
|
|
|
202,307
|
|
||
TOTAL ASSETS
|
$
|
14,145,677
|
|
|
$
|
10,909,616
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
312,016
|
|
|
$
|
297,484
|
|
Accrued expenses
|
1,234,255
|
|
|
1,149,545
|
|
||
Current portion of legal settlement accrual
|
1,593,121
|
|
|
1,443,114
|
|
||
Current portion of long-term debt
|
160,613
|
|
|
155,937
|
|
||
Income taxes payable
|
42,819
|
|
|
—
|
|
||
Deferred income taxes
|
84
|
|
|
22
|
|
||
Liabilities held for sale (NOTE 3)
|
99,112
|
|
|
103,024
|
|
||
Total current liabilities
|
$
|
3,442,020
|
|
|
$
|
3,149,126
|
|
DEFERRED INCOME TAXES
|
754,258
|
|
|
678,054
|
|
||
LONG-TERM DEBT, LESS CURRENT PORTION, NET
|
5,386,547
|
|
|
4,202,356
|
|
||
LONG-TERM LEGAL SETTLEMENT ACCRUAL, LESS CURRENT PORTION, NET
|
—
|
|
|
262,781
|
|
||
OTHER LIABILITIES
|
423,136
|
|
|
209,086
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 12)
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY:
|
|
|
|
||||
Euro deferred shares, $0.01 par value; 4,000,000 shares authorized; 4,000,000 issued
|
42
|
|
|
48
|
|
||
Ordinary shares, $0.0001 and $0.0001 par value; 1,000,000,000 and 1,000,000,000 shares authorized; 178,611,350 and 153,912,985 shares issued; 178,611,350 and 153,912,985 shares outstanding at March 31, 2015 and December 31, 2014, respectively
|
18
|
|
|
15
|
|
||
Additional paid-in capital
|
5,067,562
|
|
|
3,093,867
|
|
||
Accumulated deficit
|
(670,803
|
)
|
|
(595,085
|
)
|
||
Accumulated other comprehensive loss
|
(257,221
|
)
|
|
(124,088
|
)
|
||
Total Endo International plc shareholders’ equity
|
$
|
4,139,598
|
|
|
$
|
2,374,757
|
|
Noncontrolling interests
|
118
|
|
|
33,456
|
|
||
Total shareholders’ equity
|
$
|
4,139,716
|
|
|
$
|
2,408,213
|
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
14,145,677
|
|
|
$
|
10,909,616
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
TOTAL REVENUES
|
$
|
714,128
|
|
|
$
|
470,842
|
|
COSTS AND EXPENSES:
|
|
|
|
||||
Cost of revenues
|
384,266
|
|
|
212,679
|
|
||
Selling, general and administrative
|
211,578
|
|
|
160,066
|
|
||
Research and development
|
17,897
|
|
|
30,946
|
|
||
Litigation-related and other contingencies, net
|
13,000
|
|
|
—
|
|
||
Asset impairment charges
|
7,000
|
|
|
—
|
|
||
Acquisition-related and integration items
|
34,640
|
|
|
45,269
|
|
||
OPERATING INCOME FROM CONTINUING OPERATIONS
|
$
|
45,747
|
|
|
$
|
21,882
|
|
INTEREST EXPENSE, NET
|
73,139
|
|
|
53,392
|
|
||
LOSS ON EXTINGUISHMENT OF DEBT
|
980
|
|
|
9,596
|
|
||
OTHER INCOME, NET
|
(11,995
|
)
|
|
(6,408
|
)
|
||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX
|
$
|
(16,377
|
)
|
|
$
|
(34,698
|
)
|
INCOME TAX (BENEFIT) EXPENSE
|
(166,869
|
)
|
|
12,703
|
|
||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
$
|
150,492
|
|
|
$
|
(47,401
|
)
|
DISCONTINUED OPERATIONS, NET OF TAX (NOTE 3)
|
(226,210
|
)
|
|
(385,877
|
)
|
||
CONSOLIDATED NET LOSS
|
$
|
(75,718
|
)
|
|
$
|
(433,278
|
)
|
Less: Net income attributable to noncontrolling interests
|
—
|
|
|
3,634
|
|
||
NET LOSS ATTRIBUTABLE TO ENDO INTERNATIONAL PLC
|
$
|
(75,718
|
)
|
|
$
|
(436,912
|
)
|
NET LOSS PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS—BASIC:
|
|
|
|
||||
Continuing operations
|
$
|
0.89
|
|
|
$
|
(0.37
|
)
|
Discontinued operations
|
$
|
(1.34
|
)
|
|
$
|
(3.04
|
)
|
Basic
|
$
|
(0.45
|
)
|
|
$
|
(3.41
|
)
|
NET LOSS PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS—DILUTED:
|
|
|
|
||||
Continuing operations
|
$
|
0.85
|
|
|
$
|
(0.37
|
)
|
Discontinued operations
|
$
|
(1.28
|
)
|
|
$
|
(3.04
|
)
|
Diluted
|
$
|
(0.43
|
)
|
|
$
|
(3.41
|
)
|
WEIGHTED AVERAGE SHARES:
|
|
|
|
||||
Basic
|
169,653
|
|
|
128,135
|
|
||
Diluted
|
176,825
|
|
|
128,135
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
CONSOLIDATED NET LOSS
|
|
|
$
|
(75,718
|
)
|
|
|
|
$
|
(433,278
|
)
|
||||
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain (loss) on securities:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) arising during the period
|
$
|
1,513
|
|
|
|
|
$
|
(340
|
)
|
|
|
||||
Less: reclassification adjustments for (gain) loss realized in net loss
|
—
|
|
|
1,513
|
|
|
—
|
|
|
(340
|
)
|
||||
Foreign currency translation (loss) gain
|
|
|
(131,348
|
)
|
|
|
|
5,077
|
|
||||||
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
$
|
(129,835
|
)
|
|
|
|
$
|
4,737
|
|
||||
CONSOLIDATED COMPREHENSIVE LOSS
|
|
|
$
|
(205,553
|
)
|
|
|
|
$
|
(428,541
|
)
|
||||
Less: Net income attributable to noncontrolling interests
|
|
|
—
|
|
|
|
|
3,634
|
|
||||||
Less: Other comprehensive (loss) income attributable to noncontrolling interests
|
|
|
(606
|
)
|
|
|
|
—
|
|
||||||
COMPREHENSIVE LOSS ATTRIBUTABLE TO ENDO INTERNATIONAL PLC
|
|
|
$
|
(204,947
|
)
|
|
|
|
$
|
(432,175
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Consolidated net loss
|
$
|
(75,718
|
)
|
|
$
|
(433,278
|
)
|
Adjustments to reconcile consolidated net loss to Net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
119,590
|
|
|
74,588
|
|
||
Inventory step-up
|
37,554
|
|
|
3,581
|
|
||
Share-based compensation
|
13,837
|
|
|
7,595
|
|
||
Amortization of debt issuance costs and premium / discount
|
5,947
|
|
|
9,952
|
|
||
Provision for bad debts
|
232
|
|
|
775
|
|
||
Deferred income taxes
|
(164,535
|
)
|
|
(186,222
|
)
|
||
Net loss on disposal of property, plant and equipment
|
52
|
|
|
875
|
|
||
Loss on extinguishment of debt
|
980
|
|
|
9,596
|
|
||
Asset impairment charges
|
229,753
|
|
|
—
|
|
||
Gain on sale of business and other assets
|
—
|
|
|
(1,545
|
)
|
||
Changes in assets and liabilities which (used) provided cash:
|
|
|
|
||||
Accounts receivable
|
(39,941
|
)
|
|
43,889
|
|
||
Inventories
|
(10,166
|
)
|
|
(10,224
|
)
|
||
Prepaid and other assets
|
6,580
|
|
|
12,734
|
|
||
Accounts payable
|
6,267
|
|
|
(59,916
|
)
|
||
Accrued expenses
|
80,034
|
|
|
298,229
|
|
||
Other liabilities
|
(223,415
|
)
|
|
37,489
|
|
||
Income taxes payable/receivable
|
(76,859
|
)
|
|
(55,061
|
)
|
||
Net cash used in operating activities
|
$
|
(89,808
|
)
|
|
$
|
(246,943
|
)
|
INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(17,189
|
)
|
|
(20,837
|
)
|
||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
19
|
|
||
Acquisitions, net of cash acquired
|
(911,892
|
)
|
|
(113,464
|
)
|
||
Proceeds from sale of marketable securities and investments
|
—
|
|
|
15,167
|
|
||
Proceeds from notes receivable
|
17
|
|
|
—
|
|
||
Proceeds from sale of business, net
|
4,712
|
|
|
55,271
|
|
||
Proceeds from settlement escrow
|
—
|
|
|
3,148
|
|
||
Increase in restricted cash and cash equivalents
|
(172,900
|
)
|
|
—
|
|
||
Decrease in restricted cash and cash equivalents
|
166,768
|
|
|
702,495
|
|
||
Net cash (used in) provided by investing activities
|
$
|
(930,484
|
)
|
|
$
|
641,799
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from issuance of notes
|
1,200,000
|
|
|
—
|
|
||
Proceeds from issuance of term loans
|
—
|
|
|
1,525,000
|
|
||
Principal payments on term loans
|
(11,375
|
)
|
|
(1,396,019
|
)
|
||
Principal payments on other indebtedness, net
|
(270
|
)
|
|
(3,134
|
)
|
||
Repurchase of convertible senior subordinated notes
|
(149,068
|
)
|
|
—
|
|
||
Deferred financing fees
|
(20,482
|
)
|
|
(38,435
|
)
|
||
Payment for contingent consideration
|
(4,723
|
)
|
|
—
|
|
||
Tax benefits of share awards
|
16,797
|
|
|
23,861
|
|
||
Payments of tax withholding for restricted shares
|
(11,930
|
)
|
|
(21,475
|
)
|
||
Exercise of options
|
18,470
|
|
|
21,593
|
|
||
Payments related to the issuance of ordinary shares
|
(2,068
|
)
|
|
(4,800
|
)
|
||
Issuance of ordinary shares related to the employee stock purchase plan
|
1,118
|
|
|
1,178
|
|
||
Cash distributions to noncontrolling interests
|
—
|
|
|
(5,285
|
)
|
||
Cash buy-out of noncontrolling interests
|
(39,608
|
)
|
|
(82
|
)
|
||
Net cash provided by financing activities
|
$
|
996,861
|
|
|
$
|
102,402
|
|
Effect of foreign exchange rate
|
(7,861
|
)
|
|
12
|
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
$
|
(31,292
|
)
|
|
$
|
497,270
|
|
LESS: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS OF DISCONTINUED OPERATIONS
|
—
|
|
|
(17,413
|
)
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS
|
$
|
(31,292
|
)
|
|
$
|
514,683
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
408,753
|
|
|
526,597
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
377,461
|
|
|
$
|
1,041,280
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
||||
Cash paid into Qualified Settlement Funds for mesh legal settlements
|
$
|
170,739
|
|
|
$
|
—
|
|
Cash paid out of Qualified Settlement Funds for mesh legal settlements
|
$
|
127,160
|
|
|
$
|
3,148
|
|
Other cash distributions for mesh legal settlements
|
$
|
3,815
|
|
|
$
|
—
|
|
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Purchases of property, plant and equipment financed by capital leases
|
$
|
54
|
|
|
$
|
4
|
|
Accrual for purchases of property, plant and equipment
|
$
|
3,179
|
|
|
$
|
5,589
|
|
Acquisition financed by ordinary shares
|
$
|
1,519,318
|
|
|
$
|
2,844,279
|
|
Repurchase of convertible senior subordinated notes financed by ordinary shares
|
$
|
408,585
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue
|
$
|
118,665
|
|
|
$
|
123,767
|
|
Loss from discontinued operations before income taxes
|
$
|
(229,858
|
)
|
|
$
|
(619,420
|
)
|
Income tax benefit
|
(3,648
|
)
|
|
(228,124
|
)
|
||
Discontinued operations, net of tax
|
$
|
(226,210
|
)
|
|
$
|
(391,296
|
)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Current assets
|
$
|
161,600
|
|
|
$
|
165,075
|
|
Property, plant and equipment
|
40,667
|
|
|
41,122
|
|
||
Goodwill
|
634,984
|
|
|
862,960
|
|
||
Other intangibles, net
|
848,847
|
|
|
861,174
|
|
||
Other assets
|
7,496
|
|
|
7,533
|
|
||
Assets held for sale
|
$
|
1,693,594
|
|
|
$
|
1,937,864
|
|
Current liabilities
|
$
|
51,060
|
|
|
$
|
53,143
|
|
Deferred taxes
|
44,374
|
|
|
46,224
|
|
||
Other liabilities
|
3,678
|
|
|
3,657
|
|
||
Liabilities held for sale
|
$
|
99,112
|
|
|
$
|
103,024
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from discontinued operating activities:
|
|
|
|
||||
Net loss
|
$
|
(226,210
|
)
|
|
$
|
(391,296
|
)
|
Depreciation and amortization
|
11,555
|
|
|
17,610
|
|
||
Cash flows from discontinued investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
$
|
(934
|
)
|
|
$
|
(894
|
)
|
Revenue
|
$
|
14,442
|
|
Income from discontinued operations before income taxes
|
$
|
4,398
|
|
Income tax benefit
|
(1,021
|
)
|
|
Discontinued operations, net of tax
|
$
|
5,419
|
|
|
Employee Severance and Other Benefit-Related Costs
|
|
Asset Impairment Charges
|
|
Other Restructuring Costs
|
|
Total
|
||||||||
Auxilium Pharmaceuticals
|
$
|
25,965
|
|
|
$
|
7,000
|
|
|
$
|
7,860
|
|
|
$
|
40,825
|
|
Total
|
$
|
25,965
|
|
|
$
|
7,000
|
|
|
$
|
7,860
|
|
|
$
|
40,825
|
|
|
Employee Severance and Other Benefit-Related Costs
|
|
Other Restructuring Costs
|
|
Total
|
||||||
Liability balance as of January 1, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expenses
|
25,965
|
|
|
7,860
|
|
|
33,825
|
|
|||
Cash distributions
|
(10,138
|
)
|
|
—
|
|
|
(10,138
|
)
|
|||
Liability balance as of March 31, 2015
|
$
|
15,827
|
|
|
$
|
7,860
|
|
|
$
|
23,687
|
|
Number of Paladin shares paid through the delivery of Endo International ordinary shares
|
20,765
|
|
|
|
|||
Exchange ratio
|
1.6331
|
|
|
|
|||
Number of ordinary shares of Endo International—as exchanged*
|
33,912
|
|
|
|
|||
Endo International ordinary share price on February 28, 2014
|
$
|
80.00
|
|
|
|
||
Fair value of ordinary shares of Endo International issued to Paladin Shareholders*
|
|
|
$
|
2,712,956
|
|
||
Number of Paladin shares paid in cash
|
20,765
|
|
|
|
|||
Per share cash consideration for Paladin shares (1)
|
$
|
1.09
|
|
|
|
||
Cash distribution to Paladin shareholders*
|
|
|
22,647
|
|
|||
Fair value of the vested portion of Paladin stock options outstanding—1.3 million at February 28, 2014 (2)
|
|
|
131,323
|
|
|||
Total acquisition consideration
|
|
|
$
|
2,866,926
|
|
*
|
Amounts do not recalculate due to rounding.
|
(1)
|
Represents the cash consideration per the arrangement agreement of
C$1.16
per Paladin share translated into U.S. dollars utilizing an exchange rate of
$0.9402
.
|
(2)
|
Represents the fair value of vested Paladin stock option awards attributed to pre-combination services that were outstanding on the Paladin Acquisition Date and settled on a cash-less exercise basis for Endo International plc shares.
|
Revenue
|
$
|
24,822
|
|
Net income attributable to Endo International plc
|
$
|
3,685
|
|
Basic and diluted net income per share
|
$
|
0.03
|
|
Number of Endo ordinary shares issued pursuant to the Merger Agreement
|
18,610
|
|
|
|
|||
Endo share price on January 29, 2015
|
$
|
81.64
|
|
|
|
||
Fair value of Endo ordinary shares issued to Auxilium stockholders
|
|
|
$
|
1,519,320
|
|
||
Cash distribution at closing (1)
|
|
|
1,021,864
|
|
|||
Settlement of pre-existing relationships
|
|
|
28,400
|
|
|||
Total acquisition consideration
|
|
|
$
|
2,569,584
|
|
(1)
|
Represents the cash paid directly to shareholders pursuant to the Merger Agreement, the fair value of Auxilium stock option awards attributed to pre-combination services that were outstanding on the Auxilium Acquisition Date and settled in connection with the Auxilium acquisition, and amounts paid by Endo on behalf of Auxilium (including transactions costs incurred by Auxilium in connection with the acquisition and amounts paid to settle existing Auxilium indebtedness and related instruments).
|
|
January 29, 2015
|
||
Cash and cash equivalents
|
$
|
115,973
|
|
Accounts receivable
|
75,849
|
|
|
Inventories
|
341,900
|
|
|
Prepaid expenses and other current assets
|
6,687
|
|
|
Property, plant and equipment
|
31,500
|
|
|
Intangible assets
|
2,838,000
|
|
|
Other assets
|
9,285
|
|
|
Total identifiable assets
|
$
|
3,419,194
|
|
Accounts payable and accrued expenses
|
$
|
120,553
|
|
Deferred income taxes
|
164,379
|
|
|
Convertible debt, including equity component (1)
|
571,132
|
|
|
Other liabilities
|
171,400
|
|
|
Total liabilities assumed
|
$
|
1,027,464
|
|
Net identifiable assets acquired
|
$
|
2,391,730
|
|
Goodwill
|
177,854
|
|
|
Net assets acquired
|
$
|
2,569,584
|
|
(1)
|
As further described in
Note 11. Debt
, this amount consists of
$293.1 million
and
$278.0 million
, representing the debt and equity components of the Auxilium convertible notes, respectively.
|
|
Valuation (in millions)
|
|
Amortization period (in years)
|
||
Developed Technology:
|
|
|
|
||
XIAFLEX®
|
$
|
1,487.5
|
|
|
12
|
TESTOPEL®
|
582.6
|
|
|
15
|
|
Urology Retail
|
322.0
|
|
|
12
|
|
Other
|
121.8
|
|
|
15
|
|
Total
|
$
|
2,513.9
|
|
|
|
In Process Research & Development (IPR&D):
|
|
|
|
||
XIAFLEX®—Cellulite
|
$
|
324.1
|
|
|
n/a
|
Total
|
$
|
324.1
|
|
|
n/a
|
Total other intangible assets
|
$
|
2,838.0
|
|
|
n/a
|
Revenue
|
$
|
66,796
|
|
Net loss attributable to Endo International plc
|
$
|
(50,907
|
)
|
Basic net loss per share
|
$
|
(0.30
|
)
|
Diluted net loss per share
|
$
|
(0.29
|
)
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||
Unaudited pro forma consolidated results (in thousands, except per share data):
|
|
|
|
||||
Revenue
|
$
|
737,703
|
|
|
$
|
559,361
|
|
Net loss attributable to Endo International plc
|
$
|
(82,582
|
)
|
|
$
|
(518,486
|
)
|
Basic and diluted net loss per share
|
$
|
(0.49
|
)
|
|
$
|
(4.05
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenues to external customers:
|
|
|
|
||||
U.S. Branded Pharmaceuticals
|
$
|
284,507
|
|
|
$
|
234,165
|
|
U.S. Generic Pharmaceuticals
|
356,962
|
|
|
211,855
|
|
||
International Pharmaceuticals (1)
|
72,659
|
|
|
24,822
|
|
||
Total net revenues to external customers
|
$
|
714,128
|
|
|
$
|
470,842
|
|
|
|
|
|
||||
Adjusted income (loss) from continuing operations before income tax:
|
|
|
|
||||
U.S. Branded Pharmaceuticals
|
$
|
159,421
|
|
|
$
|
134,417
|
|
U.S. Generic Pharmaceuticals
|
$
|
183,457
|
|
|
$
|
73,797
|
|
International Pharmaceuticals
|
$
|
8,294
|
|
|
$
|
9,295
|
|
(1)
|
Revenues generated by our
International Pharmaceuticals
segment are primarily attributable to Canada, Mexico and South Africa.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Total segment adjusted income from continuing operations before income tax:
|
$
|
351,172
|
|
|
$
|
217,509
|
|
Corporate unallocated costs
|
(103,422
|
)
|
|
(78,897
|
)
|
||
Upfront and milestone payments to partners
|
(2,667
|
)
|
|
(11,155
|
)
|
||
Asset impairment charges
|
(7,000
|
)
|
|
—
|
|
||
Acquisition-related and integration items (1)
|
(34,640
|
)
|
|
(45,269
|
)
|
||
Separation benefits and other cost reduction initiatives (2)
|
(41,807
|
)
|
|
1,930
|
|
||
Excise tax (3)
|
—
|
|
|
(60,000
|
)
|
||
Amortization of intangible assets
|
(95,269
|
)
|
|
(39,670
|
)
|
||
Inventory step-up and certain excess costs that will be eliminated pursuant to integration plans
|
(39,916
|
)
|
|
(3,581
|
)
|
||
Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes
|
(1,379
|
)
|
|
(5,969
|
)
|
||
Loss on extinguishment of debt
|
(980
|
)
|
|
(9,596
|
)
|
||
Certain litigation-related charges, net
|
(13,000
|
)
|
|
—
|
|
||
Foreign currency impact related to the remeasurement of intercompany debt instruments
|
21,090
|
|
|
—
|
|
||
Costs associated with unused financing commitments
|
(11,810
|
)
|
|
—
|
|
||
Acceleration of Auxilium employee equity awards at closing
|
(37,603
|
)
|
|
—
|
|
||
Other, net
|
854
|
|
|
—
|
|
||
Total consolidated loss from continuing operations before income tax
|
$
|
(16,377
|
)
|
|
$
|
(34,698
|
)
|
(1)
|
Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions, changes in the fair value of contingent consideration, costs of integration activities related to both current and prior period acquisitions and excess costs that will be eliminated pursuant to integration plans.
|
(2)
|
Separation benefits and other cost reduction initiatives include employee separation costs of
$32.4 million
for the
three
months ended
March 31, 2015
and a
$7.9 million
charge recorded upon the cease use date of our Auxilium subsidiary’s former corporate headquarters, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income. Amounts in the comparable
2014
period primarily consisted of employee separation costs and changes in estimates related to certain cost reduction initiative accruals. These amounts were primarily recorded as
Selling, general and administrative
expense in our
Condensed Consolidated Statements of Operations
. See
Note 4. Restructuring
for discussion of our material restructuring initiatives.
|
(3)
|
This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Depreciation expense:
|
|
|
|
||||
U.S. Branded Pharmaceuticals
|
$
|
5,296
|
|
|
$
|
4,037
|
|
U.S. Generic Pharmaceuticals
|
4,737
|
|
|
7,569
|
|
||
International Pharmaceuticals
|
661
|
|
|
141
|
|
||
Corporate unallocated
|
2,072
|
|
|
1,894
|
|
||
Total depreciation expense
|
$
|
12,766
|
|
|
$
|
13,641
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Amortization expense:
|
|
|
|
||||
U.S. Branded Pharmaceuticals
|
$
|
54,204
|
|
|
$
|
20,723
|
|
U.S. Generic Pharmaceuticals
|
25,417
|
|
|
18,614
|
|
||
International Pharmaceuticals
|
15,648
|
|
|
4,000
|
|
||
Total amortization expense
|
$
|
95,269
|
|
|
$
|
43,337
|
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Fair Value Measurements at Reporting Date using:
|
||||||||||||||
March 31, 2015
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
219,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219,426
|
|
Equity securities
|
4,452
|
|
|
$
|
—
|
|
|
—
|
|
|
4,452
|
|
|||
Total
|
$
|
223,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
223,878
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition-related contingent consideration—short-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,946
|
|
|
$
|
28,946
|
|
Acquisition-related contingent consideration—long-term
|
—
|
|
|
—
|
|
|
155,315
|
|
|
155,315
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184,261
|
|
|
$
|
184,261
|
|
|
Fair Value Measurements at Reporting Date using:
|
||||||||||||||
December 31, 2014
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
279,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279,327
|
|
Equity securities
|
2,321
|
|
|
—
|
|
|
—
|
|
|
2,321
|
|
||||
Total
|
$
|
281,648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
281,648
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition-related contingent consideration—short-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,282
|
|
|
$
|
4,282
|
|
Acquisition-related contingent consideration—long-term
|
—
|
|
|
—
|
|
|
41,723
|
|
|
41,723
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,005
|
|
|
$
|
46,005
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Beginning of period
|
$
|
46,005
|
|
|
$
|
4,747
|
|
Amounts acquired
|
148,100
|
|
|
—
|
|
||
Amounts settled
|
(4,723
|
)
|
|
—
|
|
||
Transfers (in) and/or out of Level 3
|
—
|
|
|
—
|
|
||
Measurement period adjustments
|
(4,313
|
)
|
|
—
|
|
||
Changes in fair value recorded in earnings
|
(808
|
)
|
|
12
|
|
||
End of period
|
$
|
184,261
|
|
|
$
|
4,759
|
|
|
Available-for-sale
|
||||||||||||||
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized (Losses) |
|
Fair Value
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
219,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219,426
|
|
Total included in cash and cash equivalents
|
$
|
29,503
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,503
|
|
Total included in restricted cash and cash equivalents
|
$
|
189,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,923
|
|
Equity securities
|
$
|
805
|
|
|
$
|
298
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
Total other short-term available-for-sale securities
|
$
|
805
|
|
|
$
|
298
|
|
|
$
|
—
|
|
|
$
|
1,103
|
|
Equity securities
|
$
|
1,766
|
|
|
$
|
1,583
|
|
|
$
|
—
|
|
|
$
|
3,349
|
|
Long-term available-for-sale securities
|
$
|
1,766
|
|
|
$
|
1,583
|
|
|
$
|
—
|
|
|
$
|
3,349
|
|
|
Available-for-sale
|
||||||||||||||
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized (Losses) |
|
Fair Value
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
279,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279,327
|
|
Total included in cash and cash equivalents
|
$
|
154,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154,959
|
|
Total included in restricted cash and cash equivalents
|
$
|
124,368
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,368
|
|
Equity securities
|
$
|
805
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
815
|
|
Total other short-term available-for-sale securities
|
$
|
805
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
815
|
|
Equity securities
|
$
|
1,766
|
|
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
1,506
|
|
Long-term available-for-sale securities
|
$
|
1,766
|
|
|
$
|
—
|
|
|
$
|
(260
|
)
|
|
$
|
1,506
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
$
|
108,106
|
|
|
$
|
118,432
|
|
Work-in-process
|
85,207
|
|
|
43,290
|
|
||
Finished goods
|
418,088
|
|
|
261,599
|
|
||
Total
|
$
|
611,401
|
|
|
$
|
423,321
|
|
|
Carrying Amount
|
||||||||||||||
|
U.S. Branded Pharmaceuticals
|
|
U.S. Generic Pharmaceuticals
|
|
International Pharmaceuticals
|
|
Total Consolidated
|
||||||||
Balance as of December 31, 2014
|
$
|
1,131,932
|
|
|
$
|
1,071,637
|
|
|
$
|
696,018
|
|
|
$
|
2,899,587
|
|
Goodwill acquired during the period
|
177,854
|
|
|
—
|
|
|
1,355
|
|
|
179,209
|
|
||||
Effect of currency translation
|
—
|
|
|
—
|
|
|
(53,726
|
)
|
|
(53,726
|
)
|
||||
Balance as of March 31, 2015
|
$
|
1,309,786
|
|
|
$
|
1,071,637
|
|
|
$
|
643,647
|
|
|
$
|
3,025,070
|
|
Cost basis:
|
Balance as of December 31, 2014
|
|
Acquisitions
(1) |
|
Other
(2) |
|
Effect of Currency Translation
|
|
Balance as of March 31, 2015
|
||||||||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-process research and development
|
$
|
184,598
|
|
|
$
|
324,100
|
|
|
$
|
(17,000
|
)
|
|
$
|
(5,807
|
)
|
|
$
|
485,891
|
|
Total indefinite-lived intangibles
|
$
|
184,598
|
|
|
$
|
324,100
|
|
|
$
|
(17,000
|
)
|
|
$
|
(5,807
|
)
|
|
$
|
485,891
|
|
Definite-lived intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||
Licenses (weighted average life of 9 years)
|
$
|
664,367
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
664,367
|
|
Tradenames (weighted average life of 15 years)
|
21,315
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
21,271
|
|
|||||
Developed technology (weighted average life of 13 years)
|
2,243,215
|
|
|
2,561,600
|
|
|
12,687
|
|
|
(46,629
|
)
|
|
4,770,873
|
|
|||||
Total definite-lived intangibles (weighted average life of 13 years)
|
$
|
2,928,897
|
|
|
$
|
2,561,600
|
|
|
$
|
12,687
|
|
|
$
|
(46,673
|
)
|
|
$
|
5,456,511
|
|
Total other intangibles
|
$
|
3,113,495
|
|
|
$
|
2,885,700
|
|
|
$
|
(4,313
|
)
|
|
$
|
(52,480
|
)
|
|
$
|
5,942,402
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated amortization:
|
Balance as of December 31, 2014
|
|
Amortization
|
|
Other
|
|
Effect of Currency Translation
|
|
Balance as of March 31, 2015
|
||||||||||
Indefinite-lived intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-process research and development
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total indefinite-lived intangibles
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Definite-lived intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||
Licenses
|
$
|
(426,413
|
)
|
|
$
|
(19,716
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(446,129
|
)
|
Tradenames
|
(5,462
|
)
|
|
(359
|
)
|
|
—
|
|
|
2
|
|
|
(5,819
|
)
|
|||||
Developed technology
|
(348,427
|
)
|
|
(75,194
|
)
|
|
—
|
|
|
3,241
|
|
|
(420,380
|
)
|
|||||
Total definite-lived intangibles
|
$
|
(780,302
|
)
|
|
$
|
(95,269
|
)
|
|
$
|
—
|
|
|
$
|
3,243
|
|
|
$
|
(872,328
|
)
|
Total other intangibles
|
$
|
(780,302
|
)
|
|
$
|
(95,269
|
)
|
|
$
|
—
|
|
|
$
|
3,243
|
|
|
$
|
(872,328
|
)
|
Net other intangibles
|
$
|
2,333,193
|
|
|
|
|
|
|
|
|
$
|
5,070,074
|
|
(1)
|
Includes intangible assets acquired in connection with the acquisitions of Auxilium and Lehigh Valley Technologies, Inc. See
Note 5. Acquisitions
for further information.
|
(2)
|
During the
first
quarter of
2015
, certain IPR&D assets totaling
$17.0 million
were put into service, partially offset by a reduction of
$4.3 million
relating to measurement period adjustments to certain intangible assets.
|
2015
|
$
|
447,230
|
|
2016
|
$
|
422,715
|
|
2017
|
$
|
398,265
|
|
2018
|
$
|
397,999
|
|
2019
|
$
|
382,709
|
|
|
Gross
Carrying Amount |
||
December 31, 2014
|
$
|
3,113,495
|
|
Auxilium acquisition
|
2,838,000
|
|
|
Lehigh Valley Technologies, Inc. acquisition
|
47,700
|
|
|
Measurement period adjustments relating to acquisitions closed during 2014
|
(4,313
|
)
|
|
Effect of currency translation
|
(52,480
|
)
|
|
March 31, 2015
|
$
|
5,942,402
|
|
•
|
The agreement with Actelion extends on a product-by-product and country-by-country basis from the date of the agreement until the last to occur of (i) the date on which the product is no longer covered by a valid claim of a patent or patent application controlled by the Company in such country, (ii) the
15
th anniversary of the first commercial sale of the product in such country after receipt of required regulatory approvals, (iii) the achievement of a specified market share of generic versions of the product in such country, or (iv) the loss of certain marketing rights or data exclusivity in such country.
|
•
|
The agreement with Asahi Kasei extends on a product-by-product basis from the date of the agreement until the last to occur of (i) the date on which the product is no longer covered by a valid claim of a patent, (ii) the
15
th anniversary of the first commercial sale of the product, or (iii) the entry of a generic to XIAFLEX
®
in the Japanese market.
|
•
|
The agreement with Sobi extends on a product-by-product basis from the date of the agreement until its
10
th anniversary. The term will be automatically extended for sequential
two
year periods unless a notice of non-renewal is provided in writing to the other party at least
six
months prior to expiration of the then current term.
|
•
|
Actelion—
15%
-
25%
,
20%
-
30%
, and
25%
-
35%
based on net sales of the licensed product;
|
•
|
Asahi Kasei—
30%
-
40%
and
35%
-
45%
based on net sales of the licensed product; and
|
•
|
Sobi—
45%
-
55%
,
50%
-
60%
and
55%
-
65%
based on net sales of the licensed product, which also include payments for product supply and which percentages will decrease by approximately
10%
upon the occurrence of certain manufacturing milestones or July 1, 2016, whichever is earlier.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
1.75% Convertible Senior Subordinated Notes due 2015
|
$
|
98,692
|
|
|
|
|
$
|
98,818
|
|
|
|
||||
Unamortized discount on 1.75% Convertible Senior Subordinated Notes due 2015
|
(254
|
)
|
|
|
|
(1,759
|
)
|
|
|
||||||
1.75% Convertible Senior Subordinated Notes due 2015, net
|
$
|
98,438
|
|
|
$
|
98,692
|
|
|
$
|
97,059
|
|
|
$
|
98,317
|
|
7.00% Senior Notes due 2019
|
499,875
|
|
|
522,500
|
|
|
499,875
|
|
|
522,813
|
|
||||
7.00% Senior Notes due 2020
|
400,000
|
|
|
|
|
400,000
|
|
|
|
||||||
Unamortized initial purchaser’s discount
|
(2,303
|
)
|
|
|
|
(2,338
|
)
|
|
|
||||||
7.00% Senior Notes due 2020, net
|
$
|
397,697
|
|
|
418,750
|
|
|
$
|
397,662
|
|
|
422,250
|
|
||
7.25% Senior Notes due 2022
|
400,000
|
|
|
426,250
|
|
|
400,000
|
|
|
429,278
|
|
||||
5.75% Senior Notes due 2022
|
700,000
|
|
|
720,125
|
|
|
700,000
|
|
|
707,000
|
|
||||
5.375% Senior Notes due 2023
|
750,000
|
|
|
752,813
|
|
|
750,000
|
|
|
735,469
|
|
||||
6.00% Senior Notes due 2025
|
1,200,000
|
|
|
1,236,000
|
|
|
—
|
|
|
—
|
|
||||
Term Loan A Facility Due 2019
|
1,058,750
|
|
|
1,058,591
|
|
|
1,069,063
|
|
|
1,062,889
|
|
||||
Term Loan B Facility Due 2021
|
420,750
|
|
|
421,655
|
|
|
421,812
|
|
|
409,685
|
|
||||
Other debt
|
21,650
|
|
|
21,737
|
|
|
22,822
|
|
|
22,886
|
|
||||
Total long-term debt, net
|
$
|
5,547,160
|
|
|
$
|
5,677,113
|
|
|
$
|
4,358,293
|
|
|
$
|
4,410,587
|
|
Less current portion, net
|
160,613
|
|
|
160,613
|
|
|
155,937
|
|
|
154,226
|
|
||||
Total long-term debt, less current portion, net
|
$
|
5,386,547
|
|
|
$
|
5,516,500
|
|
|
$
|
4,202,356
|
|
|
$
|
4,256,361
|
|
Payment Dates (between indicated dates)
|
Redemption
Percentage |
|
From February 1, 2020 to and including January 31, 2021
|
103.000
|
%
|
From February 1, 2021 to and including January 31, 2022
|
102.000
|
%
|
From February 1, 2022 to and including January 31, 2023
|
101.000
|
%
|
From February 1, 2023 and thereafter
|
100.000
|
%
|
|
Qualified Settlement Funds
|
|
Product Liability
|
||||
Balance as of December 31, 2014
|
$
|
485,229
|
|
|
$
|
1,655,195
|
|
Additional charges
|
—
|
|
|
5,200
|
|
||
Cash distributions to Qualified Settlement Funds
|
170,739
|
|
|
—
|
|
||
Cash distributions to settle disputes from Qualified Settlement Funds
|
(127,160
|
)
|
|
(127,160
|
)
|
||
Cash distributions to settle disputes
|
—
|
|
|
(3,815
|
)
|
||
Balance as of March 31, 2015
|
$
|
528,808
|
|
|
$
|
1,529,420
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Before-
Tax Amount |
|
Tax (Expense) Benefit
|
|
Net-of-Tax
Amount |
|
Before-Tax
Amount |
|
Tax Benefit (Expense)
|
|
Net-of-
Tax Amount |
||||||||||||
Net unrealized gain (loss) on securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss) arising during the period
|
$
|
2,198
|
|
|
$
|
(685
|
)
|
|
$
|
1,513
|
|
|
$
|
(557
|
)
|
|
$
|
217
|
|
|
$
|
(340
|
)
|
Less: reclassification adjustments for (gain) loss realized in net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net unrealized gains (losses)
|
2,198
|
|
|
(685
|
)
|
|
1,513
|
|
|
(557
|
)
|
|
217
|
|
|
(340
|
)
|
||||||
Foreign currency translation (loss) gain
|
(131,380
|
)
|
|
32
|
|
|
(131,348
|
)
|
|
5,080
|
|
|
(3
|
)
|
|
5,077
|
|
||||||
Other comprehensive (loss) income
|
$
|
(129,182
|
)
|
|
$
|
(653
|
)
|
|
$
|
(129,835
|
)
|
|
$
|
4,523
|
|
|
$
|
214
|
|
|
$
|
4,737
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Net unrealized gains (losses)
|
$
|
1,029
|
|
|
$
|
(484
|
)
|
Foreign currency translation loss
|
(258,250
|
)
|
|
(123,604
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(257,221
|
)
|
|
$
|
(124,088
|
)
|
|
Attributable to:
|
||||||||||
|
Endo
International plc |
|
Noncontrolling
interests |
|
Total
Shareholders’ Equity |
||||||
Shareholders’ equity at January 1, 2015
|
$
|
2,374,757
|
|
|
$
|
33,456
|
|
|
$
|
2,408,213
|
|
Net (loss) income
|
(75,718
|
)
|
|
—
|
|
|
(75,718
|
)
|
|||
Other comprehensive loss
|
(129,229
|
)
|
|
(606
|
)
|
|
(129,835
|
)
|
|||
Compensation related to share-based awards
|
13,837
|
|
|
—
|
|
|
13,837
|
|
|||
Tax withholding for restricted shares
|
(11,930
|
)
|
|
—
|
|
|
(11,930
|
)
|
|||
Exercise of options
|
18,470
|
|
|
—
|
|
|
18,470
|
|
|||
Buy-out of noncontrolling interests, net of contributions
|
(6,876
|
)
|
|
(32,732
|
)
|
|
(39,608
|
)
|
|||
Ordinary shares issued in connection with the Auxilium acquisition
|
1,519,320
|
|
|
—
|
|
|
1,519,320
|
|
|||
Fair value of equity component of acquired Auxilium Notes
|
278,014
|
|
|
—
|
|
|
278,014
|
|
|||
Conversion of Auxilium Notes
|
145,101
|
|
|
—
|
|
|
145,101
|
|
|||
Other
|
13,852
|
|
|
—
|
|
|
13,852
|
|
|||
Shareholders’ equity at March 31, 2015
|
$
|
4,139,598
|
|
|
$
|
118
|
|
|
$
|
4,139,716
|
|
|
Attributable to:
|
||||||||||
|
Endo
International plc |
|
Noncontrolling
interests |
|
Total
Shareholders’ Equity |
||||||
Shareholders’ equity at January 1, 2014
|
$
|
526,018
|
|
|
$
|
59,198
|
|
|
$
|
585,216
|
|
Net (loss) income
|
(436,912
|
)
|
|
3,634
|
|
|
(433,278
|
)
|
|||
Other comprehensive income
|
4,737
|
|
|
—
|
|
|
4,737
|
|
|||
Compensation related to share-based awards
|
7,595
|
|
|
—
|
|
|
7,595
|
|
|||
Tax withholding for restricted shares
|
(21,475
|
)
|
|
—
|
|
|
(21,475
|
)
|
|||
Exercise of options
|
21,593
|
|
|
—
|
|
|
21,593
|
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(4,963
|
)
|
|
(4,963
|
)
|
|||
Buy-out of noncontrolling interests, net of contributions
|
—
|
|
|
(82
|
)
|
|
(82
|
)
|
|||
Addition of Paladin noncontrolling interests due to acquisition
|
—
|
|
|
69,600
|
|
|
69,600
|
|
|||
Removal of HealthTronics, Inc. noncontrolling interests due to disposition
|
—
|
|
|
(57,359
|
)
|
|
(57,359
|
)
|
|||
Ordinary shares issued in connection with the Paladin acquisition
|
2,844,279
|
|
|
—
|
|
|
2,844,279
|
|
|||
Other
|
21,500
|
|
|
—
|
|
|
21,500
|
|
|||
Shareholders’ equity at March 31, 2014
|
$
|
2,967,335
|
|
|
$
|
70,028
|
|
|
$
|
3,037,363
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Foreign currency (gain) loss, net
|
(23,134
|
)
|
|
606
|
|
||
Equity loss (earnings) from unconsolidated subsidiaries, net
|
851
|
|
|
(1,907
|
)
|
||
Costs associated with unused financing commitments
|
11,810
|
|
|
—
|
|
||
Other miscellaneous
|
(1,522
|
)
|
|
(5,107
|
)
|
||
Other income, net
|
$
|
(11,995
|
)
|
|
$
|
(6,408
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
150,492
|
|
|
$
|
(47,401
|
)
|
Less: Net income from continuing operations attributable to noncontrolling interests
|
—
|
|
|
100
|
|
||
Income (loss) from continuing operations attributable to Endo International plc ordinary shareholders
|
150,492
|
|
|
(47,501
|
)
|
||
Loss from discontinued operations attributable to Endo International plc ordinary shareholders, net of tax
|
(226,210
|
)
|
|
(389,411
|
)
|
||
Net loss attributable to Endo International plc ordinary shareholders
|
$
|
(75,718
|
)
|
|
$
|
(436,912
|
)
|
Denominator:
|
|
|
|
||||
For basic per share data—weighted average shares
|
169,653
|
|
|
128,135
|
|
||
Dilutive effect of ordinary share equivalents
|
2,375
|
|
|
—
|
|
||
Dilutive effect of various convertible notes and warrants
|
4,797
|
|
|
—
|
|
||
For diluted per share data—weighted average shares
|
176,825
|
|
|
128,135
|
|
•
|
On January 27, 2015, certain of the Company’s subsidiaries issued
$1.20 billion
in aggregate principal amount of
6.00%
senior notes due 2025 (the
2025 Notes
). The
2025 Notes
were issued to (i) finance its acquisition of Auxilium Pharmaceuticals, Inc. (Auxilium), (ii) refinance certain indebtedness of Auxilium and (iii) pay related transaction fees and expenses.
|
•
|
On January 29, 2015, the Company’s Endo U.S., Inc. subsidiary acquired Auxilium, a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specific patient’s needs, for equity and cash consideration of approximately
$2.6 billion
.
|
•
|
On
January 29, 2015
, in connection with the consummation of the merger, Endo and Auxilium entered into an agreement relating to Auxilium’s
$350.0 million
of 1.50% convertible senior notes due 2018 (the
Auxilium Notes
), pursuant to which Endo became a co-obligor of Auxilium’s obligations under the
Auxilium Notes
. From the closing of the acquisition on
January 29, 2015
, during the first quarter of 2015, holders of the
Auxilium Notes
converted substantially all of the
Auxilium Notes
.
|
•
|
In February 2015, Paladin acquired substantially all of Litha’s remaining outstanding ordinary share capital that it did not own for consideration of approximately
$40 million
, based on the exchange rate in effect on December 31, 2014.
|
•
|
On February 23, 2015, the U.S. Food and Drug Administration (FDA) accepted the NDA for Belbuca™ (buprenorphine HCl) Buccal Film for substantive review.
|
•
|
On
February 24, 2015
, the Board of Directors approved a plan to sell the Company’s AMS business, which comprises the entirety of our Devices segment. Subsequently, the Company entered into a definitive agreement to sell the Men’s Health and Prostate Health components of the AMS business to Boston Scientific Corporation for up to
$1.65 billion
, with
$1.6 billion
in upfront cash.
|
•
|
On March 16, 2015, Endo announced the commercial availability of Natesto™ (testosterone nasal gel), the first and only testosterone nasal gel for replacement therapy in adult males diagnosed with hypogonadism.
|
•
|
In April 2015, the Company settled all of the remaining outstanding Convertible Notes with a remaining aggregate principal amount of approximately
$98.7 million
, paid related accrued interest and settled the remaining amount of the associated call options.
|
•
|
In April 2015, our Board of Directors resolved to approve a share buyback program authorizing the Company to redeem in the aggregate up to
$2.50 billion
of its outstanding ordinary shares.
|
•
|
In May 2015, Litha Pharma Pty Limited, a subsidiary of the Company, entered into an agreement to acquire a broad portfolio of branded and generic injectable and established products focused on pain, anti-infectives, cardiovascular and other specialty therapeutics areas from a subsidiary of Aspen Hol
dings, a leading publicly-traded South African company that supplies branded and generic products in more
than
150
countries and certain companies in the GlaxoSmithKline plc (GSK). The transaction is expected to expand Endo’s presence in South Africa. Under the terms of the agreement, the subsidiary of Aspen Holdings and GSK will receive a one-time payment of approximately
$150 million
subject to usual and customary closing adjustmen
ts.
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
||||||||
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||
Cost of revenues
|
$
|
384,266
|
|
|
54
|
|
$
|
212,679
|
|
|
45
|
Selling, general and administrative
|
211,578
|
|
|
30
|
|
160,066
|
|
|
34
|
||
Research and development
|
17,897
|
|
|
3
|
|
30,946
|
|
|
7
|
||
Litigation-related and other contingencies, net
|
13,000
|
|
|
2
|
|
—
|
|
|
—
|
||
Asset impairment charges
|
7,000
|
|
|
1
|
|
—
|
|
|
—
|
||
Acquisition-related and integration items
|
34,640
|
|
|
5
|
|
45,269
|
|
|
10
|
||
Total costs and expenses*
|
$
|
668,381
|
|
|
94
|
|
$
|
448,960
|
|
|
95
|
*
|
Percentages may not add due to rounding.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Interest expense
|
$
|
73,849
|
|
|
$
|
54,171
|
|
Interest income
|
(710
|
)
|
|
(779
|
)
|
||
Interest expense, net
|
$
|
73,139
|
|
|
$
|
53,392
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Foreign currency (gain) loss, net
|
(23,134
|
)
|
|
606
|
|
||
Equity loss (earnings) from unconsolidated subsidiaries, net
|
851
|
|
|
(1,907
|
)
|
||
Costs associated with unused financing commitments
|
11,810
|
|
|
—
|
|
||
Other miscellaneous
|
(1,522
|
)
|
|
(5,107
|
)
|
||
Other income, net
|
$
|
(11,995
|
)
|
|
$
|
(6,408
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenues to external customers:
|
|
|
|
||||
U.S. Branded Pharmaceuticals
|
$
|
284,507
|
|
|
$
|
234,165
|
|
U.S. Generic Pharmaceuticals
|
356,962
|
|
|
211,855
|
|
||
International Pharmaceuticals (1)
|
72,659
|
|
|
24,822
|
|
||
Total net revenues to external customers
|
$
|
714,128
|
|
|
$
|
470,842
|
|
(1)
|
Revenues generated by our
International Pharmaceuticals
segment are primarily attributable to Canada, Mexico and South Africa.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Pain:
|
|
|
|
||||
Lidoderm®
|
$
|
25,160
|
|
|
$
|
33,080
|
|
Opana® ER
|
46,859
|
|
|
46,953
|
|
||
Percocet®
|
36,299
|
|
|
28,980
|
|
||
Voltaren® Gel
|
45,471
|
|
|
37,559
|
|
||
|
$
|
153,789
|
|
|
$
|
146,572
|
|
Urology Retail:
|
|
|
|
||||
Fortesta® Gel, including Authorized Generic
|
$
|
14,490
|
|
|
$
|
11,143
|
|
Testim®, including Authorized Generic
|
9,429
|
|
|
—
|
|
||
|
$
|
23,919
|
|
|
$
|
11,143
|
|
Specialty:
|
|
|
|
||||
Supprelin® LA
|
$
|
16,282
|
|
|
$
|
13,757
|
|
XIAFLEX®
|
27,966
|
|
|
—
|
|
||
|
$
|
44,248
|
|
|
$
|
13,757
|
|
Branded Other Revenues
|
62,026
|
|
|
22,933
|
|
||
Royalty and Other Revenues
|
525
|
|
|
39,760
|
|
||
Total U.S. Branded Pharmaceuticals
|
$
|
284,507
|
|
|
$
|
234,165
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Adjusted income (loss) from continuing operations before income tax:
|
|
|
|
||||
U.S. Branded Pharmaceuticals
|
$
|
159,421
|
|
|
$
|
134,417
|
|
U.S. Generic Pharmaceuticals
|
$
|
183,457
|
|
|
$
|
73,797
|
|
International Pharmaceuticals
|
$
|
8,294
|
|
|
$
|
9,295
|
|
Corporate unallocated
|
$
|
(103,422
|
)
|
|
$
|
(78,897
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Total segment adjusted income from continuing operations before income tax:
|
$
|
351,172
|
|
|
$
|
217,509
|
|
Corporate unallocated costs
|
(103,422
|
)
|
|
(78,897
|
)
|
||
Upfront and milestone payments to partners
|
(2,667
|
)
|
|
(11,155
|
)
|
||
Asset impairment charges
|
(7,000
|
)
|
|
—
|
|
||
Acquisition-related and integration items (1)
|
(34,640
|
)
|
|
(45,269
|
)
|
||
Separation benefits and other cost reduction initiatives (2)
|
(41,807
|
)
|
|
1,930
|
|
||
Excise tax (3)
|
—
|
|
|
(60,000
|
)
|
||
Amortization of intangible assets
|
(95,269
|
)
|
|
(39,670
|
)
|
||
Inventory step-up and certain excess costs that will be eliminated pursuant to integration plans
|
(39,916
|
)
|
|
(3,581
|
)
|
||
Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes
|
(1,379
|
)
|
|
(5,969
|
)
|
||
Loss on extinguishment of debt
|
(980
|
)
|
|
(9,596
|
)
|
||
Certain litigation-related charges, net
|
(13,000
|
)
|
|
—
|
|
||
Foreign currency impact related to the remeasurement of intercompany debt instruments
|
21,090
|
|
|
—
|
|
||
Costs associated with unused financing commitments
|
(11,810
|
)
|
|
—
|
|
||
Acceleration of Auxilium employee equity awards at closing
|
(37,603
|
)
|
|
—
|
|
||
Other, net
|
854
|
|
|
—
|
|
||
Total consolidated loss from continuing operations before income tax
|
$
|
(16,377
|
)
|
|
$
|
(34,698
|
)
|
(1)
|
Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions, changes in the fair value of contingent consideration, costs of integration activities related to both current and prior period acquisitions and excess costs that will be eliminated pursuant to integration plans.
|
(2)
|
Separation benefits and other cost reduction initiatives include employee separation costs of
$32.4 million
for the
three
months ended
March 31, 2015
and a
$7.9 million
charge recorded upon the cease use date of our Auxilium subsidiary’s former corporate headquarters, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income. Amounts in the comparable
2014
period primarily consisted of employee separation costs and changes in estimates related to certain cost reduction initiative accruals. These amounts were primarily recorded as
Selling, general and administrative
expense in our
Condensed Consolidated Statements of Operations
. See
Note 4. Restructuring
for discussion of our material restructuring initiatives.
|
(3)
|
This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code.
|
|
Three Months Ended March 31, 2015
|
|
||||||||||||||
|
-5%
|
|
Actual
|
|
+5%
|
|
+10%
|
|||||||||
Average market price of Endo ordinary shares:
|
$
|
79.46
|
|
|
$
|
83.64
|
|
|
|
$
|
87.82
|
|
|
$
|
92.00
|
|
Impact on dilutive shares:
|
|
|
|
|
|
|
|
|
||||||||
Convertible notes
|
2,971
|
|
|
3,033
|
|
|
|
3,089
|
|
|
3,141
|
|
||||
Warrants
|
1,675
|
|
|
1,764
|
|
|
|
1,837
|
|
|
1,908
|
|
||||
|
4,646
|
|
|
4,797
|
|
(1)
|
|
4,926
|
|
|
5,049
|
|
(1)
|
Represents the amount included in total diluted shares outstanding of
176.8 million
for the three month period ended March 31, 2015.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Total current assets
|
$
|
5,327,869
|
|
|
$
|
5,080,261
|
|
Less: total current liabilities
|
(3,442,020
|
)
|
|
(3,149,126
|
)
|
||
Working capital
|
$
|
1,885,849
|
|
|
$
|
1,931,135
|
|
Current ratio
|
1.5:1
|
|
|
1.6:1
|
|
||
Days sales outstanding
|
51
|
|
|
48
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(89,808
|
)
|
|
$
|
(246,943
|
)
|
Investing activities
|
(930,484
|
)
|
|
641,799
|
|
||
Financing activities
|
996,861
|
|
|
102,402
|
|
||
Effect of foreign exchange rate
|
(7,861
|
)
|
|
12
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(31,292
|
)
|
|
$
|
497,270
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
|
|||
January 1, 2015 to January 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
February 1, 2015 to February 28, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
March 1, 2015 to March 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
On April 28, 2015, our Board of Directors resolved to approve a share buyback program (the 2015 Share Buyback Program), authorizing the Company to redeem in the aggregate up to
$2.50 billion
of its outstanding ordinary shares. In accordance with Irish Law and the Company’s Articles of Association, all ordinary shares redeemed shall be cancelled upon redemption. Redemptions under this program may be made from time to time in open market or negotiated transactions or otherwise, as determined by the Transactions Committee of the Board of Directors. This program does not obligate the Company to redeem any particular amount of ordinary shares. Future redemptions, if any, will depend on factors such as levels of cash generation from operations, cash requirements for investment in the Registrant's business, repayment of future debt, if any, the then current share price, market conditions, legal limitations and other factors. The 2015 Share Buyback Program may be suspended, modified or discontinued at any time.
|
|
ENDO INTERNATIONAL PLC
|
|
(Registrant)
|
|
|
|
/s/ RAJIV DE SILVA
|
Name:
|
Rajiv De Silva
|
Title:
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ SUKETU P. UPADHYAY
|
Name:
|
Suketu P. Upadhyay
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
Exhibit
No.
|
Title
|
|
|
3.1
|
Certificate of Incorporation on re-registration as a public limited company of Endo International plc (incorporated by reference to Exhibit 3.1 of the Endo International plc Current Report on Form 8-K12B, filed with the Commission on February 28, 2014)
|
|
|
3.2
|
Memorandum and Articles of Association of Endo International plc (incorporated by reference to Exhibit 3.2 of the Endo International plc Current Report on Form 8-K12B, filed with the Commission on February 28, 2014)
|
|
|
10.239
|
Purchase Agreement, dated March 2, 2015, by and among American Medical Systems Holdings, Inc., Endo Health Solutions Inc., and Boston Scientific Corporation
|
|
|
10.240
|
Supplemental Indenture, dated March 20, 2015, among Aphrodite Women’s Health, LLC, Endo Ventures Cyprus Limited, subsidiaries of Endo Limited, the Issuers, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 7.00% Senior Notes due 2019
|
|
|
10.241
|
Counterpart to Registration Rights Agreement, dated March 20, 2015, with respect to the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC and Endo Finco Inc., the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2019
|
|
|
10.242
|
Supplemental Indenture, dated March 20, 2015, among Aphrodite Women’s Health, LLC, Endo Ventures Cyprus Limited, subsidiaries of Endo Limited, the Issuers, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 7.00% Senior Notes due 2020
|
|
|
10.243
|
Counterpart to Registration Rights Agreement, dated March 20, 2015, with respect to the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC and Endo Finco Inc., the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.00% Senior Notes due 2020
|
|
|
10.244
|
Supplemental Indenture, dated March 20, 2015, among Aphrodite Women’s Health, LLC, Endo Ventures Cyprus Limited, subsidiaries of Endo Limited, the Issuers, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 7.25% Senior Notes due 2022
|
|
|
10.245
|
Counterpart to Registration Rights Agreement, dated March 20, 2015, with respect to the Registration Rights Agreement, dated May 6, 2014 by and among Endo Finance LLC and Endo Finco Inc., the Guarantors party thereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc., relating to the 7.25% Senior Notes due 2022
|
|
|
10.246
|
Supplemental Indenture, dated March 20, 2015, among Aphrodite Women’s Health, LLC, Endo Ventures Cyprus Limited, subsidiaries of Endo Limited, the Issuer, the Co-Obligor, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 5.75% Senior Notes due 2022
|
|
|
10.247
|
Supplemental Indenture, dated March 20, 2015, among Aphrodite Women’s Health, LLC, Endo Ventures Cyprus Limited, subsidiaries of Endo Limited, the Issuers, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 5.375% Senior Notes due 2023
|
|
|
10.248
|
Counterpart to Registration Rights Agreement, dated March 20, 2015, with respect to the Registration Rights Agreement, dated June 30, 2014 by and among Endo Finance LLC and Endo Finco Inc., the Guarantors party thereto, Citigroup Global Markets Inc. and RBC Capital Markets, relating to the 5.375% Senior Notes due 2023
|
|
|
10.249
|
Supplemental Indenture, dated March 20, 2015, among Aphrodite Women’s Health, LLC, Endo Ventures Cyprus Limited, subsidiaries of Endo Limited, the Issuers, the other Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the 6.00% Senior Notes due 2025
|
|
|
10.250
|
Counterpart to Registration Rights Agreement, dated March 20, 2015, with respect to the Registration Rights Agreement, dated January 27, 2015 by and among Endo Finance LLC, Endo Finco Inc., Endo Limited, the Guarantors party thereto, RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025
|
|
|
10.251
|
Agreement and Plan of Merger dated April 26, 2013, by and among Actient Holdings LLC, a Delaware limited liability company, Auxilium Pharmaceuticals, Inc., a Delaware corporation, Opal Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Auxilium Pharmaceuticals, Inc., GTCR Fund IX/B, L.P., a Delaware limited partnership, and GTCR Fund IX/A, L.P., a Delaware limited partnership, solely in its capacity as representative for GTCR Fund IX/B, L.P. and the Actient Holdings LLC Unitholders and Optionholders (incorporated by reference to Exhibit 2.1 to the Auxilium Current Report on Form 8-K, filed with the Commission on April 29, 2013)
|
|
|
10.252
|
Indenture by and between Auxilium Pharmaceuticals, Inc. and Wells Fargo Bank, National Association, dated January 30, 2013 (incorporated by reference to Exhibit 10.4 to the Auxilium Current Report on Form 8-K, filed with the Commission on January 31, 2013)
|
|
|
10.253
|
First Supplemental Indenture by and between Auxilium Pharmaceuticals, Inc. and Wells Fargo Bank, National Association, dated January 30, 2013 (incorporated by reference to Exhibit 4.2 to the Auxilium Current Report on Form 8-K, filed with the Commission on January 31, 2013)
|
|
|
10.254
|
Form of Convertible Note (incorporated by reference to Exhibit 4.3 (which was included in Exhibit 4.2) to the Auxilium Current Report on Form 8-K, filed with the Commission on January 31, 2013)
|
|
|
10.255*
|
License Agreement, dated May 31, 2000, as amended, between Bentley Pharmaceuticals, Inc. and Auxilium (incorporated by reference to Exhibit 10.2 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on May 8, 2009)
|
|
|
10.256*
|
Second Amended and Restated Development and License Agreement, dated August 31, 2011, by and between BioSpecifics Technologies Corp. and Auxilium (incorporated by reference to Exhibit 10.1 to the Auxilium Current Report on Form 8-K, filed with the Commission on September 1, 2011)
|
|
|
10.257*
|
Settlement Agreement, dated as of August 31, 2011, by and between Auxilium and BioSpecifics Technologies Corp. (incorporated by reference to Exhibit 10.2 to the Auxilium Current Report on Form 8-K, filed with the Commission on September 1, 2011)
|
|
|
10.258*
|
Manufacturing Agreement, dated January 19, 2011, between Auxilium and DPT Laboratories, Ltd. (incorporated by reference to Exhibit 10.3 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on May 10, 2011)
|
|
|
10.259*
|
Supply Agreement, dated June 26, 2008, between Auxilium and Hollister-Stier Laboratories LLC (incorporated by reference to Exhibit 10.1 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on August 8, 2008)
|
|
|
10.260*
|
Development, Commercialization and Supply Agreement, dated March 22, 2011, by and among Auxilium, Auxilium International Holdings, Inc. and Asahi Kasei Pharma Corporation (incorporated by reference to Exhibit 10.4 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on May 10, 2011)
|
|
|
10.261*
|
Collaboration Agreement, dated February 22, 2012, by and among Auxilium, Auxilium International Holdings, Inc. and Actelion Pharmaceuticals, Ltd. (incorporated by reference to Exhibit 10.1 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on May 10, 2012)
|
|
|
10.262*
|
Collaboration Agreement, dated July 15, 2013, by and among Swedish Orphan Bovitrum AB, AUXILIUM UK LTD, and Auxilium International Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on August 1, 2013)
|
|
|
10.263*
|
License and Commercialization Agreement, dated October 10, 2013, by and between VIVUS, Inc. and Auxilium Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.14 to the Auxilium Annual Report on Form 10-K, filed with the Commission on February 28, 2014)
|
|
|
10.264*
|
Commercial Supply Agreement, dated October 10, 2013, by and between VIVUS, Inc. and Auxilium Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.15 to the Auxilium Annual Report on Form 10-K, filed with the Commission on February 28, 2014)
|
|
|
10.265
|
Registration Rights Agreement dated April 26, 2013, by and between Auxilium Pharmaceuticals, Inc., a Delaware corporation and GTCR Fund IX/A, L.P., a Delaware limited partnership, solely in its capacity as representative for the GTCR Fund IX/B, L.P., and the Actient Holdings LLC's Unitholders and Optionholders (incorporated by reference to Exhibit 10.2 to the Auxilium Current Report on Form 8-K, filed with the Commission on April 29, 2013)
|
|
|
10.266*
|
Distribution and Supply Agreement, dated April 1, 2014, by and between Prasco, LLC and Auxilium Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to the Auxilium Quarterly Report on Form 10-Q, filed with the Commission on August 7, 2014)
|
|
|
10.267
|
Agreement and Plan of Merger, dated as of October 8, 2014, by and among Auxilium Pharmaceuticals, Inc., Endo International plc, Endo U.S. Inc., and Avalon Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Auxilium Current Report on Form 8-K, filed with the Commission on October 9, 2014)
|
|
|
10.268
|
Executive Employment Agreement between Endo Health Solutions Inc. and Matthew J. Maletta, effective as of April 28, 2015 (incorporated by reference to Exhibit 10.1 of the Endo International plc Current Report on Form 8-K, filed with the commission on April 30, 2015)
|
|
|
21
|
Subsidiaries of the Registrant
|
|
|
31.1
|
Certification of the President and Chief Executive Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of the Chief Financial Officer of Endo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification of the President and Chief Executive Officer of Endo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification of the Chief Financial Officer of Endo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
101
|
The following materials from Endo International plc’s Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements
|
|
|
*
|
Confidential portions of this exhibit (indicated by asterisks) have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended
|
|
|
Page
|
|
|
|
ARTICLE I
|
||
|
|
|
DEFINITIONS
|
||
|
||
SECTION 1.01
|
Certain Definitions
|
2
|
SECTION 1.02
|
Other Terms
|
15
|
|
||
ARTICLE II
|
||
|
||
PURCHASE AND SALE
|
||
|
||
SECTION 2.01
|
Purchase and Sale
|
20
|
SECTION 2.02
|
Preliminary Purchase Price
|
21
|
SECTION 2.03
|
Purchase Price Adjustment
|
21
|
SECTION 2.04
|
Transactions to be Effected at the Closing
|
25
|
SECTION 2.05
|
Closing
|
27
|
SECTION 2.06
|
Earnout
|
28
|
SECTION 2.07
|
Treatment of Outstanding Equity Awards
|
30
|
SECTION 2.08
|
Withholding Taxes
|
31
|
|
||
ARTICLE III
|
||
|
||
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
|
||
|
||
SECTION 3.01
|
Organization, Authority and Qualification of the Sellers
|
31
|
SECTION 3.02
|
Organization, Authority and Qualification of the Companies
|
32
|
SECTION 3.03
|
Corporate Approval
|
32
|
SECTION 3.04
|
Consents and Approvals; No Violation
|
33
|
SECTION 3.05
|
Interests
|
33
|
SECTION 3.06
|
Subsidiaries
|
34
|
SECTION 3.07
|
Financial Information
|
35
|
SECTION 3.08
|
Undisclosed Liabilities
|
36
|
SECTION 3.09
|
Sufficiency of Assets
|
36
|
SECTION 3.10
|
Absence of Certain Changes
|
37
|
SECTION 3.11
|
Employees
|
37
|
SECTION 3.12
|
Employee Benefit Matters
|
38
|
SECTION 3.13
|
Litigation
|
40
|
SECTION 3.14
|
Taxes
|
41
|
SECTION 3.15
|
Compliance With Laws; Permits
|
43
|
SECTION 3.16
|
Environmental Matters
|
44
|
SECTION 3.17
|
Intellectual Property
|
45
|
SECTION 3.18
|
Real Property
|
48
|
SECTION 3.19
|
Material Contracts
|
49
|
SECTION 3.20
|
Regulatory Compliance
|
53
|
SECTION 3.21
|
Product Liability
|
55
|
SECTION 3.22
|
Insurance
|
56
|
SECTION 3.23
|
Questionable Payments
|
56
|
SECTION 3.24
|
Related Party Transactions
|
56
|
SECTION 3.25
|
Commercial Relationships
|
56
|
SECTION 3.26
|
U.S. Export and Import Controls
|
57
|
SECTION 3.27
|
Seller Parent Guaranty
|
58
|
SECTION 3.28
|
Brokers
|
58
|
|
||
ARTICLE IV
|
||
|
||
REPRESENTATIONS AND WARRANTIES OF PURCHASER
|
||
|
||
SECTION 4.01
|
Organization and Authority of Purchaser
|
58
|
SECTION 4.02
|
Corporate Approvals
|
58
|
SECTION 4.03
|
Authority for this Agreement
|
59
|
SECTION 4.04
|
Consents and Approvals; No Violation
|
59
|
SECTION 4.05
|
Litigation
|
59
|
SECTION 4.06
|
Investment Purpose
|
60
|
SECTION 4.07
|
Available Funds
|
60
|
SECTION 4.08
|
Brokers
|
60
|
|
||
ARTICLE V
|
||
|
||
COVENANTS
|
||
|
||
SECTION 5.01
|
Conduct of Business Prior to the Closing
|
60
|
SECTION 5.02
|
Access to Information
|
65
|
SECTION 5.03
|
Confidentiality
|
68
|
SECTION 5.04
|
Provisions Respecting Representation of the Companies
|
68
|
SECTION 5.05
|
Production of Witness; Records; Cooperation
|
70
|
SECTION 5.06
|
Employees; Benefit Plans
|
71
|
SECTION 5.07
|
Company Restructuring
|
74
|
SECTION 5.08
|
Governmental Approvals and Other Third-Party Consents
|
74
|
SECTION 5.09
|
Closing Conditions
|
76
|
SECTION 5.10
|
Public Announcements
|
76
|
SECTION 5.11
|
Further Assurances
|
76
|
SECTION 5.12
|
Guarantees
|
76
|
SECTION 5.13
|
Interaffiliate Agreements
|
77
|
SECTION 5.14
|
No Financing Condition
|
77
|
SECTION 5.15
|
Reporting Assistance
|
78
|
SECTION 5.16
|
Insurance
|
78
|
SECTION 5.17
|
Transaction Expenses
|
78
|
SECTION 5.18
|
Correspondence
|
79
|
SECTION 5.19
|
Payments of Receivables After Closing
|
79
|
SECTION 5.20
|
Use of Names
|
79
|
SECTION 5.21
|
Non-Competition/Non-Solicitation
|
83
|
SECTION 5.22
|
No Reliance
|
85
|
SECTION 5.23
|
Tax Matters
|
86
|
SECTION 5.24
|
Ancillary Agreements
|
93
|
SECTION 5.25
|
Earnout Quarterly Reporting
|
94
|
SECTION 5.26
|
Retransfer of Assets
|
94
|
SECTION 5.27
|
Delayed Contracts
|
94
|
SECTION 5.28
|
Shared Contracts
|
95
|
SECTION 5.29
|
Notice of Developments
|
96
|
SECTION 5.30
|
Schedules and Exhibits to Certain Ancillary Agreements
|
96
|
SECTION 5.31
|
IP Docket; Assignment Documents
|
97
|
SECTION 5.32
|
Transitional Trademark and Domain Name Rights
|
97
|
SECTION 5.33
|
Additional Financial Information
|
99
|
|
||
ARTICLE VI
|
||
|
||
CONDITIONS TO CLOSING
|
||
|
||
SECTION 6.01
|
Conditions to Obligations of All Parties
|
99
|
SECTION 6.02
|
Conditions to Obligations of Purchaser
|
100
|
SECTION 6.03
|
Conditions to Obligations of Sellers
|
101
|
|
||
ARTICLE VII
|
||
|
||
INDEMNIFICATION
|
||
|
||
SECTION 7.01
|
Survival
|
101
|
SECTION 7.02
|
Indemnification by Sellers
|
102
|
SECTION 7.03
|
Indemnification by Purchaser
|
102
|
SECTION 7.04
|
Certain Limitations
|
103
|
SECTION 7.05
|
Indemnification Procedures
|
105
|
SECTION 7.06
|
Adjustments to Losses
|
107
|
SECTION 7.07
|
Tax Treatment of Indemnification Payments
|
108
|
|
Accounting Principles
|
|
2
|
|
Action or Proceeding
|
|
2
|
|
Affiliate
|
|
2
|
|
Agreement
|
|
2
|
|
Allocation
|
|
92
|
|
AMS
|
|
1
|
|
AMS Australia
|
|
1
|
|
AMS Brazil
|
|
1
|
|
AMS Canada
|
|
1
|
|
AMS Interests
|
|
1
|
|
AMS Lux
|
|
1
|
|
AMS Names and Marks
|
|
82
|
|
AMS Seller
|
|
1
|
|
AMS Transition Services Agreement
|
|
26
|
|
Ancillary Agreements
|
|
2
|
|
Aphrodite
|
|
26
|
|
Arnold & Porter
|
|
70
|
|
Assumed Liabilities
|
|
2
|
|
Benefit Plans
|
|
38
|
|
Business
|
|
2
|
|
Business Day
|
|
2
|
|
Business Employee
|
|
3
|
|
Business Intellectual Property
|
|
3
|
|
Cash and Cash Equivalents
|
|
3
|
|
Closing
|
|
27
|
|
Closing Cash
|
|
22
|
|
Closing Date
|
|
27
|
|
Closing Indebtedness
|
|
21
|
|
Closing Net Working Capital
|
|
21
|
|
Closing Other Adjustments
|
|
22
|
|
Closing Statement
|
|
22
|
|
Closing Time
|
|
3
|
|
Code
|
|
3
|
|
Collar Amount
|
|
24
|
|
Companies
|
|
1
|
|
Company Continuing Employee
|
|
71
|
|
Company Intellectual Property
|
|
97
|
|
Company Plan
|
|
38
|
|
Company Restructuring
|
|
3
|
|
Company Securities
|
|
34
|
|
Confidentiality Agreement
|
|
3
|
|
Contract
|
|
3
|
|
Contract Manufacturing Agreement
|
|
27
|
|
Copyrights
|
|
45
|
|
Current Assets
|
|
3
|
|
Current Liabilities
|
|
4
|
|
Data Room
|
|
4
|
|
Deductible
|
|
103
|
|
Delayed Contract
|
|
94
|
|
Determination
|
|
4
|
|
Device
|
|
4
|
|
Direct Claim
|
|
107
|
|
Disclosure Schedules
|
|
31
|
|
disposition
|
|
91
|
|
Dispute Notice
|
|
22
|
|
Domain Names
|
|
45
|
|
Earnout Amount
|
|
4
|
|
Earnout Dispute Notice
|
|
28
|
|
Earnout Interest
|
|
29
|
|
Earnout Payment Deadline
|
|
29
|
|
Earnout Period
|
|
4
|
|
Earnout Statement
|
|
28
|
|
Employees
|
|
4
|
|
Encumbrance
|
|
4
|
|
Endo Names and Marks
|
|
80
|
|
Endo Stock Award
|
|
30
|
|
Endo Stock Option
|
|
30
|
|
Environmental Law
|
|
5
|
|
Equity Allocation
|
|
21
|
|
ERISA
|
|
5
|
|
Estimated Cash
|
|
21
|
|
Estimated Indebtedness
|
|
21
|
|
Estimated Net Working Capital
|
|
21
|
|
Estimated Other Adjustments
|
|
21
|
|
Exchange Act
|
|
33
|
|
Excluded Assets
|
|
5
|
|
Excluded Employees
|
|
5
|
|
Excluded Liabilities
|
|
5
|
|
Extension Period
|
|
27
|
|
FDA
|
|
53
|
|
FDA Fraud Policy
|
|
55
|
|
FDA Permits
|
|
53
|
|
FDCA
|
|
53
|
|
Final Cash
|
|
8
|
|
Final Indebtedness
|
|
8
|
|
Final Net Working Capital
|
|
8
|
|
Final Other Adjustments
|
|
8
|
|
Final Purchase Price
|
|
5
|
|
Financial Information
|
|
35
|
|
Foreign Antitrust Laws
|
|
33
|
|
Foreign Sub Seller
|
|
1
|
|
Foreign Sub Shares
|
|
1
|
|
Foreign Subs
|
|
1
|
|
FRE 408
|
|
22
|
|
Fundamental Representations
|
|
100
|
|
GAAP
|
|
5
|
|
General Survival Date
|
|
5
|
|
Governmental Authority
|
|
5
|
|
Governmental Order
|
|
5
|
|
Guarantees
|
|
76
|
|
Hazardous Substance
|
|
6
|
|
Health Care Laws
|
|
53
|
|
Healthcare Regulatory Authority
|
|
6
|
|
HSR Act
|
|
33
|
|
IFRS
|
|
10
|
|
Indebtedness
|
|
6
|
|
Indemnified Party
|
|
103
|
|
Indemnifying Party
|
|
103
|
|
Information
|
|
65
|
|
Intellectual Property
|
|
45
|
|
Intellectual Property Rights Agreement
|
|
26
|
|
Interests
|
|
1
|
|
IP Contracts
|
|
50
|
|
Knowledge of Purchaser
|
|
6
|
|
Knowledge of Sellers
|
|
7
|
|
Law
|
|
7
|
|
Law Firms
|
|
68
|
|
Liabilities
|
|
7
|
|
Licensed Intellectual Property
|
|
7
|
|
Lien
|
|
7
|
|
Losses
|
|
7
|
|
Material Adverse Effect
|
|
7
|
|
Material Contract
|
|
49
|
|
Net Adjustment Amount
|
|
8
|
|
Net Sales
|
|
9
|
|
Net Working Capital
|
|
10
|
|
Non-Company Business Employee
|
|
10
|
|
Non-U.S. Benefit Plan
|
|
39
|
|
Other Adjustments
|
|
10
|
|
Outside Date
|
|
108
|
|
Owned Real Properties
|
|
48
|
|
Patents
|
|
45
|
|
PBGC
|
|
38
|
|
Permits
|
|
11
|
|
Permitted Encumbrances
|
|
11
|
|
Person
|
|
12
|
|
Post-Closing Straddle Period
|
|
12
|
|
Post-Closing Tax Period
|
|
12
|
|
Pre-Closing Straddle Period
|
|
12
|
|
Pre-Closing Tax Period
|
|
12
|
|
Preferred Stock Purchase Agreement
|
|
25
|
|
Preferred Stock Purchase Price
|
|
25
|
|
Preferred Stock Security Agreement
|
|
25
|
|
Preliminary Purchase Price
|
|
12
|
|
Prior Acquisition Date
|
|
43
|
|
Privilege
|
|
12
|
|
Publicly Available Software
|
|
12
|
|
Purchaser
|
|
2
|
|
Purchaser Benefit Plans
|
|
72
|
|
Purchaser Fundamental Representations
|
|
101
|
|
Purchaser Indemnified Party
|
|
102
|
|
Purchaser Trademarks
|
|
98
|
|
Qualified Benefit Plan
|
|
38
|
|
Real Property
|
|
13
|
|
Real Property Leases
|
|
44
|
|
Recipient
|
|
90
|
|
Referee
|
|
21
|
|
Reference Net Working Capital
|
|
13
|
|
Release
|
|
13
|
|
Remedial Action
|
|
44
|
|
Representative
|
|
13
|
|
Resolution Period
|
|
22
|
|
Restricted Period
|
|
84
|
|
Retention Agreement
|
|
13
|
|
Reverse Transition Services Agreement
|
|
26
|
|
Review Period
|
|
22
|
|
Safety Notice
|
|
54
|
|
Sale
|
|
19
|
|
Sale Process
|
|
13
|
|
SEC
|
|
13
|
|
Seller Indemnified Party
|
|
102
|
|
Seller Parent
|
|
58
|
|
Seller Parent Guaranty
|
|
58
|
|
Seller Return
|
|
87
|
|
Seller Trademarks
|
|
98
|
|
Seller Transition Services Agreement
|
|
26
|
|
Sellers
|
|
1
|
|
Sellers’ Representative
|
|
114
|
|
Separation Activities
|
|
13
|
|
Shared Contract
|
|
95
|
|
Software
|
|
45
|
|
Stock Incentive Plans
|
|
13
|
|
Straddle Period
|
|
14
|
|
Straddle Return
|
|
88
|
|
Subsidiary
|
|
14
|
|
Subsidiary Securities
|
|
35
|
|
Tax
|
|
14
|
|
Tax Authority
|
|
14
|
|
Tax Contest
|
|
90
|
|
Tax Contest Parties
|
|
90
|
|
Tax Return
|
|
14
|
|
Taxes
|
|
14
|
|
Terminating Interaffiliate Agreements
|
|
77
|
|
Third-Party Claim
|
|
105
|
|
Trade Secrets
|
|
45
|
|
Trademarks
|
|
45
|
|
Transaction Expenses
|
|
78
|
|
Transfer Taxes
|
|
14
|
|
Transferred Books and Records
|
|
14
|
|
Transition Period
|
|
99
|
|
Transitional Domain Names
|
|
99
|
|
U.S. Export Control and Import Laws
|
|
57
|
|
Women’s Health Business
|
|
15
|
|
Women’s Health Device
|
|
15
|
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
By:
|
/s/ Camille Farhat
|
|
Name: Camille Farhat
|
|
Title: President
|
ENDO HEALTH SOLUTIONS INC.
|
By:
|
/s/ Rajiv de Silva
|
|
Name: Rajiv de Silva
|
|
Title: President and CEO
|
BOSTON SCIENTIFIC CORPORATION
|
By:
|
/s/ Daniel J. Brennan
|
|
Name: Daniel J. Brennan
|
|
Title: Executive Vice President and
|
|
Chief Financial Officer
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO FINANCE LLC
|
|
as an Issuer
|
|
by ENDO LUXEMBOURG FINANCE COMPANY I
|
|
S.À R.L., its sole member
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO FINCO INC.
|
|
as an Issuer
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
ENDO LLC
|
|
ENDO U.S. INC.
|
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
DAVA PHARMACEUTICALS, INC.
|
ENDO HEALTH SOLUTIONS INC.
|
ENDO PHARMACEUTICALS INC.
|
ENDO PHARMACEUTICALS SOLUTIONS INC.
|
ENDO PHARMACEUTICALS VALERA INC.
|
GENERICS INTERNATIONAL (US PARENT), INC.
|
GENERICS INTERNATIONAL (US MIDCO), INC.
|
GENERICS INTERNATIONAL (US HOLDCO), INC.
|
GENERICS INTERNATIONAL (US), INC.
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
AMERICAN MEDICAL SYSTEMS, LLC
|
AMS RESEARCH, LLC
|
AMS SALES, LLC
|
LASERSCOPE
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
GENERICS BIDCO I, LLC
|
VINTAGE PHARMACEUTICALS, LLC
|
GENERICS BIDCO II, LLC
|
MOORES MILL PROPERTIES LLC
|
WOOD PARK PROPERTIES LLC
|
QUARTZ SPECIALTY PHARMACEUTICALS, LLC
|
each, as a Guarantor
|
by GENERICS INTERNATIONAL (US), INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
LEDGEMONT ROYALTY SUB LLC
|
as a Guarantor
|
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
BOCA PHARMACAL, LLC,
|
|
as a Guarantor
|
|
by GENERICS INTERNATIONAL (US), INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA INTERNATIONAL, LLC,
|
|
as a Guarantor
|
|
by DAVA PHARMACEUTICALS, INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA CAPITAL MANAGEMENT, INC.,
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM INTERNATIONAL HOLDINGS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
SLATE PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
TIMM MEDICAL TECHNOLOGIES, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT PHARMACEUTICALS LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT THERAPEUTICS LLC
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
AUXILIUM US HOLDINGS, LLC
|
|
as a Guarantor
|
|
|
|
By:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM PHARMACEUTICALS,INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
70 MAPLE AVENUE, LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
ACTIENT PHARMACEUTICALS LLC,
|
|
its manager
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
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, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ENDO LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO VENTURES LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO MANAGEMENT LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE II LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
PALADIN LABS CANADIAN HOLDING INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
PALADIN LABS INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
ENDO VENTURES BERMUDA LIMITED, as a
|
Guarantor
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
ENDO NETHERLANDS B.V., as a Guarantor
|
By:
|
/s/ Robert J. Cobuzzi
|
|
Name: Robert J. Cobuzzi
|
|
Title: Managing Director A
|
By:
|
/s/ Gert Jan Rietberg
|
|
Name: Gert Jan Rietberg
|
|
Title: Managing Director B
|
ENDO GLOBAL VENTURES
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
AUXILIUM UK LTD
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Name: Orla Dunlea
|
|
Title: Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
as Trustee
|
By:
|
/s/ Yana Kislenko
|
|
Name: Yana Kislenko
|
|
Title: Vice President
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO FINANCE LLC
|
|
as an Issuer
|
|
by ENDO LUXEMBOURG FINANCE COMPANY I
|
|
S.À R.L., its sole member
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO FINCO INC.
|
|
as an Issuer
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
ENDO LLC
|
|
ENDO U.S. INC.
|
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
DAVA PHARMACEUTICALS, INC.
|
ENDO HEALTH SOLUTIONS INC.
|
ENDO PHARMACEUTICALS INC.
|
ENDO PHARMACEUTICALS SOLUTIONS INC.
|
ENDO PHARMACEUTICALS VALERA INC.
|
GENERICS INTERNATIONAL (US PARENT), INC.
|
GENERICS INTERNATIONAL (US MIDCO), INC.
|
GENERICS INTERNATIONAL (US HOLDCO), INC.
|
GENERICS INTERNATIONAL (US), INC.
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
AMERICAN MEDICAL SYSTEMS, LLC
|
AMS RESEARCH, LLC
|
AMS SALES, LLC
|
LASERSCOPE
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
GENERICS BIDCO I, LLC
|
VINTAGE PHARMACEUTICALS, LLC
|
GENERICS BIDCO II, LLC
|
MOORES MILL PROPERTIES LLC
|
WOOD PARK PROPERTIES LLC
|
QUARTZ SPECIALTY PHARMACEUTICALS, LLC
|
each, as a Guarantor
|
by GENERICS INTERNATIONAL (US), INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
LEDGEMONT ROYALTY SUB LLC
|
as a Guarantor
|
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
BOCA PHARMACAL, LLC,
|
|
as a Guarantor
|
|
by GENERICS INTERNATIONAL (US), INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA INTERNATIONAL, LLC,
|
|
as a Guarantor
|
|
by DAVA PHARMACEUTICALS, INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA CAPITAL MANAGEMENT, INC.,
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM INTERNATIONAL HOLDINGS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
SLATE PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
TIMM MEDICAL TECHNOLOGIES, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT PHARMACEUTICALS LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT THERAPEUTICS LLC
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
AUXILIUM US HOLDINGS, LLC
|
|
as a Guarantor
|
|
|
|
By:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
70 MAPLE AVENUE, LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
ACTIENT PHARMACEUTICALS LLC,
|
|
its manager
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
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, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ENDO LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO VENTURES LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO MANAGEMENT LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE II LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
PALADIN LABS CANADIAN HOLDING INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
PALADIN LABS INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
ENDO VENTURES BERMUDA LIMITED, as a
|
Guarantor
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
ENDO NETHERLANDS B.V., as a Guarantor
|
By:
|
/s/ Robert J. Cobuzzi
|
|
Name: Robert J. Cobuzzi
|
|
Title: Managing Director A
|
By:
|
/s/ Gert Jan Rietberg
|
|
Name: Gert Jan Rietberg
|
|
Title: Managing Director B
|
ENDO GLOBAL VENTURES
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
AUXILIUM UK LTD
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Name: Orla Dunlea
|
|
Title: Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
as Trustee
|
By:
|
/s/ Yana Kislenko
|
|
Name: Yana Kislenko
|
|
Title: Vice President
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO FINANCE LLC
|
|
as an Issuer
|
|
by ENDO LUXEMBOURG FINANCE COMPANY I
|
|
S.À R.L., its sole member
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO FINCO INC.
|
|
as an Issuer
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
ENDO LLC
|
|
ENDO U.S. INC.
|
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
DAVA PHARMACEUTICALS, INC.
|
ENDO HEALTH SOLUTIONS INC.
|
ENDO PHARMACEUTICALS INC.
|
ENDO PHARMACEUTICALS SOLUTIONS INC.
|
ENDO PHARMACEUTICALS VALERA INC.
|
GENERICS INTERNATIONAL (US PARENT), INC.
|
GENERICS INTERNATIONAL (US MIDCO), INC.
|
GENERICS INTERNATIONAL (US HOLDCO), INC.
|
GENERICS INTERNATIONAL (US), INC.
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
AMERICAN MEDICAL SYSTEMS, LLC
|
AMS RESEARCH, LLC
|
AMS SALES, LLC
|
LASERSCOPE
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
GENERICS BIDCO I, LLC
|
VINTAGE PHARMACEUTICALS, LLC
|
GENERICS BIDCO II, LLC
|
MOORES MILL PROPERTIES LLC
|
WOOD PARK PROPERTIES LLC
|
QUARTZ SPECIALTY PHARMACEUTICALS, LLC
|
each, as a Guarantor
|
by GENERICS INTERNATIONAL (US), INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
LEDGEMONT ROYALTY SUB LLC
|
as a Guarantor
|
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
BOCA PHARMACAL, LLC,
|
|
as a Guarantor
|
|
by GENERICS INTERNATIONAL (US), INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA INTERNATIONAL, LLC,
|
|
as a Guarantor
|
|
by DAVA PHARMACEUTICALS, INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA CAPITAL MANAGEMENT, INC.,
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM INTERNATIONAL HOLDINGS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
SLATE PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
TIMM MEDICAL TECHNOLOGIES, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT PHARMACEUTICALS LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT THERAPEUTICS LLC
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
AUXILIUM US HOLDINGS, LLC
|
|
as a Guarantor
|
|
|
|
By:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
70 MAPLE AVENUE, LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
ACTIENT PHARMACEUTICALS LLC,
|
|
its manager
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
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, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ENDO LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO VENTURES LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO MANAGEMENT LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE II LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
PALADIN LABS CANADIAN HOLDING INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
PALADIN LABS INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
ENDO VENTURES BERMUDA LIMITED, as a
|
Guarantor
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
ENDO NETHERLANDS B.V., as a Guarantor
|
By:
|
/s/ Robert J. Cobuzzi
|
|
Name: Robert J. Cobuzzi
|
|
Title: Managing Director A
|
By:
|
/s/ Gert Jan Rietberg
|
|
Name: Gert Jan Rietberg
|
|
Title: Managing Director B
|
ENDO GLOBAL VENTURES
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
AUXILIUM UK LTD
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Name: Orla Dunlea
|
|
Title: Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
as Trustee
|
By:
|
/s/ Yana Kislenko
|
|
Name: Yana Kislenko
|
|
Title: Vice President
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO FINANCE LLC
|
|
as an Issuer
|
|
by ENDO LUXEMBOURG FINANCE COMPANY I
|
|
S.À R.L., its sole member
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO FINCO INC.
|
|
as an Issuer
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
ENDO LLC
|
|
ENDO U.S. INC.
|
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
DAVA PHARMACEUTICALS, INC.
|
ENDO HEALTH SOLUTIONS INC.
|
ENDO PHARMACEUTICALS INC.
|
ENDO PHARMACEUTICALS SOLUTIONS INC.
|
ENDO PHARMACEUTICALS VALERA INC.
|
GENERICS INTERNATIONAL (US PARENT), INC.
|
GENERICS INTERNATIONAL (US MIDCO), INC.
|
GENERICS INTERNATIONAL (US HOLDCO), INC.
|
GENERICS INTERNATIONAL (US), INC.
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
AMERICAN MEDICAL SYSTEMS, LLC
|
AMS RESEARCH, LLC
|
AMS SALES, LLC
|
LASERSCOPE
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
GENERICS BIDCO I, LLC
|
VINTAGE PHARMACEUTICALS, LLC
|
GENERICS BIDCO II, LLC
|
MOORES MILL PROPERTIES LLC
|
WOOD PARK PROPERTIES LLC
|
QUARTZ SPECIALTY PHARMACEUTICALS, LLC
|
each, as a Guarantor
|
by GENERICS INTERNATIONAL (US), INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
LEDGEMONT ROYALTY SUB LLC
|
as a Guarantor
|
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
BOCA PHARMACAL, LLC,
|
|
as a Guarantor
|
|
by GENERICS INTERNATIONAL (US), INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA INTERNATIONAL, LLC,
|
|
as a Guarantor
|
|
by DAVA PHARMACEUTICALS, INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA CAPITAL MANAGEMENT, INC.,
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM INTERNATIONAL HOLDINGS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
SLATE PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
TIMM MEDICAL TECHNOLOGIES, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT PHARMACEUTICALS LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT THERAPEUTICS LLC
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
AUXILIUM US HOLDINGS, LLC
|
|
as a Guarantor
|
|
|
|
By:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
70 MAPLE AVENUE, LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
ACTIENT PHARMACEUTICALS LLC,
|
|
its manager
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
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, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ENDO LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO VENTURES LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO MANAGEMENT LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE II LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
PALADIN LABS CANADIAN HOLDING INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
PALADIN LABS INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
ENDO VENTURES BERMUDA LIMITED, as a
|
Guarantor
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
ENDO NETHERLANDS B.V., as a Guarantor
|
By:
|
/s/ Robert J. Cobuzzi
|
|
Name: Robert J. Cobuzzi
|
|
Title: Managing Director A
|
By:
|
/s/ Gert Jan Rietberg
|
|
Name: Gert Jan Rietberg
|
|
Title: Managing Director B
|
ENDO GLOBAL VENTURES
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
AUXILIUM UK LTD
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Name: Orla Dunlea
|
|
Title: Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
as Trustee
|
By:
|
/s/ Yana Kislenko
|
|
Name: Yana Kislenko
|
|
Title: Vice President
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO FINANCE LLC
|
|
as an Issuer
|
|
by ENDO LUXEMBOURG FINANCE COMPANY I
|
|
S.À R.L., its sole member
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO FINCO INC.
|
|
as an Issuer
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
ENDO LLC
|
|
ENDO U.S. INC.
|
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
DAVA PHARMACEUTICALS, INC.
|
ENDO HEALTH SOLUTIONS INC.
|
ENDO PHARMACEUTICALS INC.
|
ENDO PHARMACEUTICALS SOLUTIONS INC.
|
ENDO PHARMACEUTICALS VALERA INC.
|
GENERICS INTERNATIONAL (US PARENT), INC.
|
GENERICS INTERNATIONAL (US MIDCO), INC.
|
GENERICS INTERNATIONAL (US HOLDCO), INC.
|
GENERICS INTERNATIONAL (US), INC.
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
AMERICAN MEDICAL SYSTEMS, LLC
|
AMS RESEARCH, LLC
|
AMS SALES, LLC
|
LASERSCOPE
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
GENERICS BIDCO I, LLC
|
VINTAGE PHARMACEUTICALS, LLC
|
GENERICS BIDCO II, LLC
|
MOORES MILL PROPERTIES LLC
|
WOOD PARK PROPERTIES LLC
|
QUARTZ SPECIALTY PHARMACEUTICALS, LLC
|
each, as a Guarantor
|
by GENERICS INTERNATIONAL (US), INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
LEDGEMONT ROYALTY SUB LLC
|
as a Guarantor
|
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
BOCA PHARMACAL, LLC,
|
|
as a Guarantor
|
|
by GENERICS INTERNATIONAL (US), INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA INTERNATIONAL, LLC,
|
|
as a Guarantor
|
|
by DAVA PHARMACEUTICALS, INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA CAPITAL MANAGEMENT, INC.,
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM INTERNATIONAL HOLDINGS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
SLATE PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
TIMM MEDICAL TECHNOLOGIES, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT PHARMACEUTICALS LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT THERAPEUTICS LLC
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
AUXILIUM US HOLDINGS, LLC
|
|
as a Guarantor
|
|
|
|
By:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
70 MAPLE AVENUE, LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
ACTIENT PHARMACEUTICALS LLC,
|
|
its manager
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
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, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ENDO LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO VENTURES LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO MANAGEMENT LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE II LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
PALADIN LABS CANADIAN HOLDING INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
PALADIN LABS INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
ENDO VENTURES BERMUDA LIMITED, as a
|
Guarantor
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
ENDO NETHERLANDS B.V., as a Guarantor
|
By:
|
/s/ Robert J. Cobuzzi
|
|
Name: Robert J. Cobuzzi
|
|
Title: Managing Director A
|
By:
|
/s/ Gert Jan Rietberg
|
|
Name: Gert Jan Rietberg
|
|
Title: Managing Director B
|
ENDO GLOBAL VENTURES
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
AUXILIUM UK LTD
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Name: Orla Dunlea
|
|
Title: Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
as Trustee
|
By:
|
/s/ Yana Kislenko
|
|
Name: Yana Kislenko
|
|
Title: Vice President
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO LIMITED
|
|
as an Issuer
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
ENDO FINANCE LLC
|
|
as an Issuer
|
|
by ENDO LUXEMBOURG FINANCE COMPANY I
|
|
S.À R.L., its sole member
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO FINCO INC.
|
|
as an Issuer
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
ENDO LLC
|
|
ENDO U.S. INC.
|
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Secretary
|
DAVA PHARMACEUTICALS, INC.
|
ENDO HEALTH SOLUTIONS INC.
|
ENDO PHARMACEUTICALS INC.
|
ENDO PHARMACEUTICALS SOLUTIONS INC.
|
ENDO PHARMACEUTICALS VALERA INC.
|
GENERICS INTERNATIONAL (US PARENT), INC.
|
GENERICS INTERNATIONAL (US MIDCO), INC.
|
GENERICS INTERNATIONAL (US HOLDCO), INC.
|
GENERICS INTERNATIONAL (US), INC.
|
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
|
AMERICAN MEDICAL SYSTEMS, LLC
|
AMS RESEARCH, LLC
|
AMS SALES, LLC
|
LASERSCOPE
|
each, as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
GENERICS BIDCO I, LLC
|
VINTAGE PHARMACEUTICALS, LLC
|
GENERICS BIDCO II, LLC
|
MOORES MILL PROPERTIES LLC
|
WOOD PARK PROPERTIES LLC
|
QUARTZ SPECIALTY PHARMACEUTICALS, LLC
|
each, as a Guarantor
|
by GENERICS INTERNATIONAL (US), INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
LEDGEMONT ROYALTY SUB LLC
|
as a Guarantor
|
by ENDO PHARMACEUTICALS SOLUTIONS INC.,
|
its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
BOCA PHARMACAL, LLC,
|
|
as a Guarantor
|
|
by GENERICS INTERNATIONAL (US), INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA INTERNATIONAL, LLC,
|
|
as a Guarantor
|
|
by DAVA PHARMACEUTICALS, INC., its
|
|
sole member
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
DAVA CAPITAL MANAGEMENT, INC.,
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM INTERNATIONAL HOLDINGS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
SLATE PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
TIMM MEDICAL TECHNOLOGIES, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT PHARMACEUTICALS LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ACTIENT THERAPEUTICS LLC
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
AUXILIUM US HOLDINGS, LLC
|
|
as a Guarantor
|
|
|
|
By:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
AUXILIUM PHARMACEUTICALS, INC.
|
|
as a Guarantor
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
70 MAPLE AVENUE, LLC
|
|
as a Guarantor
|
|
|
|
BY:
|
ACTIENT PHARMACEUTICALS LLC,
|
|
its manager
|
|
|
BY:
|
AUXILIUM PHARMACEUTICALS, INC.,
|
|
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, INC.,
|
|
its manager
|
By:
|
/s/ Deanna Voss
|
|
Name: Deanna Voss
|
|
Title: Assistant Secretary
|
ENDO VENTURES LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO MANAGEMENT LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO FINANCE II LIMITED
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Orla Dunlea
|
|
Title: Director
|
ENDO LUXEMBOURG HOLDING COMPANY S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY I S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
ENDO LUXEMBOURG FINANCE COMPANY II S.À R.L.
|
as a Guarantor
|
By:
|
/s/ John D. Boyle
|
Name:
|
John D. Boyle
|
Title:
|
A Manager
|
By:
|
/s/ Joost Tulkens
|
Name:
|
Joost Tulkens
|
Title:
|
B Manager
|
PALADIN LABS CANADIAN HOLDING INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
PALADIN LABS INC.
|
as a Guarantor
|
By:
|
/s/ Mark Beaudet
|
Name:
|
Mark Beaudet
|
Title:
|
President
|
ENDO VENTURES BERMUDA LIMITED, as a
|
Guarantor
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
ENDO NETHERLANDS B.V., as a Guarantor
|
By:
|
/s/ Robert J. Cobuzzi
|
|
Name: Robert J. Cobuzzi
|
|
Title: Managing Director A
|
By:
|
/s/ Gert Jan Rietberg
|
|
Name: Gert Jan Rietberg
|
|
Title: Managing Director B
|
ENDO GLOBAL VENTURES
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Susan Hall
|
|
Name: Susan Hall
|
|
Title: Director
|
AUXILIUM UK LTD
|
as a Guarantor
|
By:
|
/s/ Orla Dunlea
|
|
Name: Orla Dunlea
|
|
Title: Director
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
as Trustee
|
By:
|
/s/ Yana Kislenko
|
|
Name: Yana Kislenko
|
|
Title: Vice President
|
APHRODITE WOMEN’S HEALTH, LLC
|
|
as a Guaranteeing Subsidiary
|
|
|
|
By:
|
AMERICAN MEDICAL SYSTEMS
|
|
HOLDINGS, INC., its manager
|
By:
|
/s/ Deanna Voss
|
Name:
|
Deanna Voss
|
Title:
|
Assistant Secretary
|
ENDO VENTURES CYPRUS LIMITED
|
|
as a Guaranteeing Subsidiary
|
By:
|
/s/ Orla Dunlea
|
Name:
|
Orla Dunlea
|
Title:
|
Director
|
Subsidiary
|
Jurisdiction of
Incorporation or
Organization
|
|
Ownership by
Endo International plc
|
Endo Limited
|
Ireland
|
|
Direct
|
|
|
|
|
Endo Management Limited
|
Ireland
|
|
Indirect
|
|
|
|
|
Endo Ventures Limited
|
Ireland
|
|
Ireland
|
|
|
|
|
Endo Global Ventures
|
Bermuda
|
|
Indirect
|
|
|
|
|
Endo Ventures Bermuda Limited
|
Bermuda
|
|
Indirect
|
|
|
|
|
Auxilium Pharmaceuticals, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Auxilium US Holdings, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Auxilium International Holdings, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Actient Pharmaceuticals LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Auxilium UK LTD
|
United Kingdom
|
|
Indirect
|
|
|
|
|
Slate Pharmaceuticals, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
70 Maple Avenue, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Timm Medical Holdings, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Actient Therapeutics, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Timm Medical Technologies, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Finance LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Netherlands BV
|
Netherlands
|
|
Indirect
|
|
|
|
|
Endo U.S. Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Finco Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Luxembourg Finance Company II S.a.r.l.
|
Luxembourg
|
|
Indirect
|
|
|
|
|
Endo Finance Limited
|
Ireland
|
|
Indirect
|
|
|
|
|
Endo Health Solutions Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Pharmaceuticals Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Pharmaceuticals Solutions Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Endo Pharma Ireland Limited
|
Ireland
|
|
Indirect
|
|
|
|
|
Endo Luxembourg Holding Company S.a.r.l.
|
Luxembourg
|
|
Indirect
|
|
|
|
|
Endo Luxembourg Finance Company I S.a.r.l.
|
Luxembourg
|
|
Indirect
|
|
|
|
|
Endo Pharmaceuticals Valera Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
CPEC LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Paladin Labs Europe Limited
|
Ireland
|
|
Indirect
|
|
|
|
|
Paladin Labs Canadian Holding Inc.
|
Canada
|
|
Indirect
|
|
|
|
|
Paladin Labs, Inc.
|
Canada
|
|
Indirect
|
|
|
|
|
Litha Healthcare Group Limited
|
South Africa
|
|
Indirect
|
|
|
|
|
Laboratoris Paladin de Mexico S.A. (f/k/a Activa Pharma S.A.)
|
Mexico
|
|
Indirect
|
|
|
|
|
American Medical Systems Holdings, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Aphrodite Women's Health LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
American Medical Systems, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
American Medical Systems Luxembourg S.a.r.l.
|
Luxembourg
|
|
Indirect
|
|
|
|
|
Laserscope
|
California
|
|
Indirect
|
|
|
|
|
AMS Research Corporation
|
Delaware
|
|
Indirect
|
|
|
|
|
AMS Sales Corporation
|
Delaware
|
|
Indirect
|
|
|
|
|
Subsidiary
|
Jurisdiction of
Incorporation or
Organization
|
|
Ownership by
Endo International plc
|
Ledgemont Royalty Sub LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Generics International (US Holdco), Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Generics International (US Midco), Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Generics International (US), Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Generics International (US Parent), Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
Generics Bidco I, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Generics Bidco II, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Quartz Specialty Pharmaceuticals, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Moores Mill Properties, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Wood Park Properties, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Vintage Pharmaceuticals, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
Boca Pharmacal LLC
|
Florida
|
|
Indirect
|
|
|
|
|
Grupo Farmaceutico Somar, S.A. de C.V.
|
Mexico
|
|
Indirect
|
|
|
|
|
DAVA Pharmaceuticals, Inc.
|
Delaware
|
|
Indirect
|
|
|
|
|
DAVA International, LLC
|
Delaware
|
|
Indirect
|
|
|
|
|
DAVA Capital Management, Inc.
|
Delaware
|
|
Indirect
|
|
|
/S/ RAJIV DE SILVA
|
|
Rajiv De Silva
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date:
|
May 11, 2015
|
|
|
/S/ SUKETU P. UPADHYAY
|
|
Suketu P. Upadhyay
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
Date:
|
May 11, 2015
|
|
|
|
|
|
|
/S/ RAJIV DE SILVA
|
|
Name:
|
|
Rajiv De Silva
|
|
Title:
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
|
/S/ SUKETU P. UPADHYAY
|
|
Name:
|
|
Suketu P. Upadhyay
|
|
Title:
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer) |