0001193125-09-002626 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG ENDO PHARMACEUTICALS HOLDINGS INC. BTB PURCHASER INC. AND INDEVUS PHARMACEUTICALS, INC. DATED AS OF JANUARY 5, 2009
Agreement and Plan of Merger • January 7th, 2009 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 5, 2009, is by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Parent”), BTB Purchaser Inc. a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Indevus Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 7th, 2009 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Delaware

Amendment, dated as of January 7, 2009 (this “Amendment”), to the Agreement and Plan of Merger (the “Agreement”), dated as of January 5, 2009, by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Parent”), BTB Purchaser Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Indevus Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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FORM OF OCTREOTIDE CONTINGENT CASH CONSIDERATION AGREEMENT by and between ENDO PHARMACEUTICALS HOLDINGS INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Paying Agent Dated as of [ ], 2009
Octreotide Contingent Cash Consideration Agreement • January 7th, 2009 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Delaware

This OCTREOTIDE CONTINGENT CASH CONSIDERATION AGREEMENT (this “Agreement”), dated as of [ ], 2009, is entered into by and between Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Paying Agent (the “Paying Agent”).

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FORM OF NEBIDO CONTINGENT CASH CONSIDERATION AGREEMENT by and between ENDO PHARMACEUTICALS HOLDINGS INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Paying Agent Dated as of [ ], 2009
Consideration Agreement • January 7th, 2009 • Endo Pharmaceuticals Holdings Inc • Pharmaceutical preparations • Delaware

This NEBIDO CONTINGENT CASH CONSIDERATION AGREEMENT (this “Agreement”), dated as of [ ], 2009, is entered into by and between Endo Pharmaceuticals Holdings Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Paying Agent (the “Paying Agent”).

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