2008 AMENDED AND RESTATED PACKAGING AND LABELING SERVICES AGREEMENT

This 2008 AMENDED AND RESTATED PACKAGING AND LABELING SERVICES AGREEMENT (the “Agreement”) effective as of September 15, 2008, by and between Endo Pharmaceuticals Inc., a corporation having an address at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317 (“ENDO”) and Sharp Corporation, a corporation having an address at 23 Carland Road, Conshohocken, Pennsylvania 19428 (“SHARP”) hereby amends, replaces and restates in its entirety, the Packaging and Labeling Services Agreement originally made and entered into effective as of the 10^th day of August 1999 by and between ENDO and SHARP, as amended by the First Amendment dated as of June 30, 2000, the Second Amendment dated as of October 15, 2001, the Third Amendment dated as of April 7, 2003, the Fourth Amendment dated as of January 16, 2004 and the Fifth Amendment dated as of March 1, 2007.

WITNESSETH:

WHEREAS, SHARP is engaged in the business of and possesses expertise with respect to packaging and labeling of pharmaceutical products for use as physician samples and commercial product;

WHEREAS, ENDO desires to have SHARP package and label for ENDO certain pharmaceutical

products;

WHEREAS, SHARP is willing to package and label, for ENDO, certain pharmaceutical products upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

As used in this Agreement, each term listed below shall have the meaning which is given after it:

ARTICLE II

ARTICLE III

3.1     Inspection of Product(s) by SHARP: SHARP shall visually inspect all Product (s) delivered by ENDO hereunder in the manner set forth in the Specification in accordance with SHARP’s standard operating procedure for incoming materials. SHARP shall inform ENDO of any defects in such Product(s) that can be ascertained through visual inspection, within *** (***) *** of delivery. For products requiring laboratory testing, SHARP shall inform ENDO of any defects identified through testing within *** (***) *** of receipt of the test results.

3.2     Retention Samples of Product: SHARP shall maintain retention samples of Product(s) in accordance with cGMPs and ENDO’s standard operating procedure attached hereto as Appendix C.

3.3     Vendors: SHARP will order all Packing and Labeling materials from vendors mutually agreed to by the parties and in accordance with Specifications or as otherwise mutually agreed to by the parties in writing. SHARP shall not change the vendors of Packaging and Labeling materials without prior notification of and written approval from ENDO.

designated by ENDO, F.O.B., the SHARP Allentown, Pennsylvania facility. Each shipment of a Product by SHARP shall be accompanied by a package slip which should include the NDC CODE, product name, product description, lot number, quantity, and expiration date. If the final distribution site requires a certificate of analysis it will be provided by ENDO directly to the site.

ARTICLE IV

directors, officers, employees, and agents, from and against any and all actions, liability, loss, damage, cost or expense (including without limitation reasonable attorneys’ fees) arising out of any claim that the content or substance of all such labeling, text and graphics, including without limitation any claim that any labels on Product(s) contain erroneous or misleading information or fail to comply with applicable law.

ARTICLE V

ARTICLE VI

Changes: SHARP will not change the Packing and Labeling procedures, Specifications or Labeling for Product(s) in any respect without the prior written consent of ENDO. ENDO may modify the Specifications of Product(s), from time to time, upon *** (***) *** prior written notice to SHARP, provided the modification in Specifications is acceptable to SHARP, which acceptance will not be unreasonably withheld or delayed, and provided that if such modification *** SHARP’s cost of Packaging and Labeling Product(s), the prices set forth in Appendix A-1 or Appendix A-2, as the case may be, may be *** accordingly as mutually agreed to by the parties.

ARTICLE VII

(a)     This Agreement may be terminated for any reason by Endo upon ninety (90) days prior written notice to the other party.

(b)     Default: This Agreement may be terminated by ENDO upon notice to SHARP, if SHARP fails to perform any of its material duties or responsibilities or breaches any of its material obligations hereunder, and such failure has not been remedied by SHARP within *** (***) *** from the receipt of notice of such failure from ENDO. SHARP or its permitted successors or assigns may only terminate this Agreement on the basis of material default by ENDO if ENDO fails to pay any of its financial obligations to SHARP under this Agreement within *** (***) *** of being notified that it is in default of such payment, unless there is a good faith dispute between the parties concerning such payment. In all other cases where SHARP believes ENDO is in material default, it shall so notify ENDO and the parties will have *** (***) *** from the date notice is received to agree upon a plan of action to remediate the claimed default (the “Remediation Plan”). If the parties cannot agree upon a Remediation Plan within *** (***) ***, they shall be left to resolve the dispute pursuant to paragraph 11.15. The parties agree that, because of the importance of this Agreement to enduring continuous supply of Product(s) to ENDO’s customers, pending resolution of a dispute concerning such a claimed material default by ENDO, other than a failure to pay its undisputed financial obligations, SHARP will continue to accept orders and Package and Label Product(s) as otherwise provided herein until the dispute is resolved. If the claimed default by ENDO involves the withdrawal of approval by FDA of Product(s), SHARP shall not be required to supply Product(s) whose approval is withdrawn during the pendency of the dispute, but SHARP will be required to fulfill all of its other obligations under this Agreement, including the supply of Product(s) whose approval has not been withdrawn.

(b)     Insolvency: This Agreement may be terminated immediately by either party if the other party:

(i) admits in writing its inability to pay its debts generally as they become due,

(ii) files a petition or has a petition filed against it in bankruptcy or any similar action under relevant bankruptcy or insolvency proceedings,

(iii) makes an assignment for the benefit of its creditors,

(iv) commences a proceeding for the appointment of a receiver, trustee, liquidator or

conservator of itself or of the whole or any substantial part of its property, or

(v) files a petition seeking reorganization, composition, liquidation, dissolution or similar arrangement under the federal bankruptcy laws or any other applicable law, statute or regulation of the United States, any state, county or other jurisdiction.

(a)    SHARP shall be obligated to assist ENDO in completing all previously ordered Packaging and Labeling of each Product at the SHARP facility;

(b)    Termination or expiration of the Agreement for any reason shall not release either SHARP or ENDO from any obligation accrued hereunder prior to the effective date of such termination or expiration.

ARTICLE VIII

8.1    Notice: In the event either party has reason to believe that one or more lots of any Product(s) should be recalled or withdrawn from distribution such party shall immediately inform the other in writing in a factual, non-judgmental manner.

8.2    Decision: The decision as to whether or not to initiate a recall of Product(s) shall be made solely by ENDO and ENDO shall have sole responsibility for initiating and managing any recall or withdrawal of the Products, and shall bear all costs and expenses relating thereto, except as provided in Section 8.3 hereof.

8.3    SHARP Liability: If and to the extent such recall is required because of SHARP’s breach of its obligations hereunder, then SHARP shall (i) reimburse ENDO within ten business days of the date of ENDO’s demand for the replacement cost of the recalled Product(s) and, (ii) at ENDO’s option, either (A) replace such recalled packaging with acceptable materials, or (B) reimburse ENDO within ten business days of the date of ENDO’s demand in an amount equal to the compensation set forth in paragraph 5.1 which has been paid by ENDO to SHARP for the Packaging and Labeling of such recalled Product(s).

8.4    ENDO Liability: If and to the extent such recall is required because of any other cause other than those set forth in paragraph 8.3, then such recall shall be conducted by ENDO at its sole

cost and expense and ENDO shall not be entitled to any such credits, replacements or refunds from SHARP.

ARTICLE IX

PRODUCT INFORMATION; FDA REPORTING

9.1    Rights to Data: SHARP shall furnish to ENDO all data regarding the Packaging and Labeling of each Product, including quality control data, stability data and all other information and reports required to be maintained by a Packager and Labeler under cGMPs. In addition, SHARP shall furnish to ENDO all data and information reasonably requested by ENDO or necessary in offer to ***. Notwithstanding the foregoing, ENDO shall reimburse SHARP for the actual cost of generating any data requested by ENDO for regulatory approval of a Product *** or otherwise already possessed by SHARP in connection with Packing and Labeling of Product(s).

9.2    Adverse Reaction or Complaint: Each party agrees to notify the other promptly of any adverse reaction or complaint reported to such party resulting from the use of Product(s) Packaged and Labeled at the SHARP facility. The parties shall meet, as needed, at either party’s request, to review any Packaging and Labeling problems involving the Product(s).

(a)    Adverse Reactions and Field Alerts: In accordance with 21 CFR 314.80 and 314.81, ENDO will be responsible for completion and submission to the FDA of any Form FDA 3500a with respect to an adverse reaction involving Product(s) or any complaint that would require a field alert, as and when appropriate, unless such request is made directly to SHARP or SHARP is under any statutory or regulatory obligation to make such or similar report or filing. SHARP will forward to ENDO, simultaneously with filing such, a copy of each completed Form FDA 3500a or similar report or filing with respect to Product(s) Packaged and Labeled hereunder.

(b)    Periodic Adverse Experiences Reports and Annual Reports: ENDO will be responsible for completion of the periodic ADE (Adverse Drug Experiences) reports and annual reports required by the FDA with respect to Product(s).

(c)    FDA Communications: The parties agree that all communication by either party regarding commercial compliance issues, with the FDA and other related governmental agencies, with respect to Product(s) Packaged and Labeled hereunder and the terms of this Agreement, shall be coordinated between the parties and shall not occur without ENDO’s prior written consent.

ARTICLE X

10.1 In Favor of ENDO: Except with respect to any matter covered by paragraph 10.2 below,

SHARP shall indemnify, defend, and hold ENDO and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them, harmless from and against any and all claims, demands, losses, damages, liabilities, settlement amounts, costs or expenses whatsoever (including, without limitation, reasonable attorneys’ fees and costs) to the extent arising from or related to (i) SHARP’s breach of the Packaging and Labeling warranties in Article VI; (ii) SHARP’s gross negligence, willful misconduct or material breach of this Agreement or any undertaking, covenant or representation or warranty contained herein; or (iii) the presence or use, generation, package, storage, past, present or future release, threatened release or disposal of any hazardous or regulated materials on, upon, under, about or into the SHARP facility. The parties acknowledge and agree that acceptance by ENDO of Product(s) shall not affect its rights to indemnification.

10.2    In Favor of SHARP: Except with respect to any matter covered by paragraph 10.1 above, ENDO shall indemnify, defend, and hold SHARP and its Affiliates and the directors, employees, agents and independent contractors or each of them, harmless from and against any and all claims, demands, losses, damages, liabilities, settlement amounts, costs or expenses whatsoever (including, without limitation, reasonable attorneys’ fees and cost) to the extent arising from or related to (i) any claim arising out of the sale, distribution, or use of Product(s) which met the packaging Specifications when shipped by SHARP (ii) ENDO’s gross negligence, willful misconduct or material breach of this Agreement or any undertaking, covenant or representation or warranty contained herein or (iii) any claim that the Products infringe the proprietary rights of another person or entity.

ARTICLE XI

withheld, any employee of the other party during the Term of this Agreement and for *** (***) *** after its termination or expiration.

(a)     were known to the party receiving the Confidential Information prior to the disclosure as evidenced by that party’s written records;

(b)    are or become generally available to the public through no fault of the receiving party;

(c)    are received by the receiving party in good faith from a third party, not in breach of an obligation of confidentiality; or

(d)    are independently developed by the receiving party without the use of access to the disclosing party’s Confidential Information and which can be established by the receiving party with written documentation.

The obligation of confidentiality with respect to the Confidential Information shall survive for five (5) years after the termination or expiration of the Agreement. Upon termination or expiration of this Agreement all Confidential Information received hereunder shall be returned to the disclosing party, except for a single copy to be kept in the receiving party’s confidential file for the purpose of determining compliance with its obligations of confidentiality. Notwithstanding the foregoing, upon prior notice to SHARP, ENDO shall be entitled to submit to any regulatory authority any information required by law or regulations to obtain approvals for the Packaging and Labeling of Product(s) at the SHARP facility or sale of Product(s) anywhere in the world provided such information is accurate in all regards at the time it is so submitted.

11.10    Not Requirements Contract/ NoMinimum Volume: This Agreement is not a requirement contract. ENDO may qualify and purchase Product(s) from other sources of supply at any time and without penalty. This Agreement has no minimum volume requirement, however ***, Sharp shall **** as set forth on Appendix A-1 and A-2.

11.11 No Broker: Each party represents and warrants to the other that no broker or finder is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

11.12 Expenses: Each party shall bear its own costs, fees and expenses, including legal, accounting and due diligence fees incurred in connection with the transactions contemplated by this Agreement.

11.13     Integration: This Agreement, together with all schedules and exhibits hereto constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior, and/or contemporaneous communications or understandings with respect to this subject. No terms or provisions of this Agreement shall be varied, extended or modified by any prior or subsequent statement, conduct or act of either of the parties, except by a written instrument specifically referring to and executed in the same manner as this Agreement.

11.14    Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, regardless of the choice of law principles of that or any other jurisdiction and the parties hereto hereby agree to be subject to the exclusive

jurisdiction of the courts in the Commonwealth of Pennsylvania, whether federal or state, solely for the purposes of this Agreement.

11.15    Dispute Resolution: The parties hereby agree that the following steps shall be taken in the event of a dispute between the parties under this Agreement:

physically meet to discuss the dispute. If, within forty-eight (48) hours of such meeting, these two individuals are unable to arrive at a mutually acceptable resolution of the dispute then,

(b)    the dispute shall be forwarded to ENDO’s Senior Vice President, Operations and SHARP’s President. These two officers shall discuss the dispute via phone and/or fax and shall use their best efforts to physically meet to discuss and resolve this dispute. Within twenty-four (24) hours of these two officers discussing the dispute, it must either be resolved to their mutual satisfaction or, if the dispute is of a technical nature input shall be obtained from an outside independent laboratory, mutually acceptable to both parties. The decision of the outside laboratory on such a technical issue shall be final and the party that does not prevail shall bear the cost of the services of such laboratory.

(c)    If within twenty-four (24) hours of the meeting or, if the dispute is of a technical nature, within twenty-four (24) hours of receipt of such outside laboratory’s decision provided for in paragraph 11.15 (b), the parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be first submitted to non-binding mediation, and failing that settled by arbitration to be held in Philadelphia, Pennsylvania, before a panel of three (3) arbitrators, one (1) selected by ENDO, one (1) selected by SHARP and the third arbitrator to be selected by the first two (2) arbitrators. Such arbitration shall be conducted in accordance with the commercial mediation and arbitration rules then in effect of the American Arbitration Association. Each party irrevocably and unconditionally consents to the jurisdiction of any such proceeding and waives any objection that it may have to personal jurisdiction or the laying of venue of any such proceeding. The parties will cooperate with each other in causing the mediation and arbitration to be held in as efficient and expeditious a manner as practicable. The arbitrators may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrators shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrators’ decision in any court having jurisdiction. ENDO and SHARP shall each pay one-half of the costs and expenses of such mediation and arbitration, and each party shall separately pay the fees and expenses of its own counsel. Nothing herein shall prevent the parties from settling any dispute by mutual agreement at any time.

(d)    The parties hereby agree that neither party will seek non-binding mediation or arbitration, regarding a dispute that might arise hereunder until the dispute resolution process set forth in paragraphs 11.15(a) and (b) shall have been pursued.

11.16    Audits: Sharp will allow, upon reasonable advance notice and during normal business hours, representatives from Endo to have access to those manufacturing, warehousing, laboratory premises, and records relevant to the Products for the following audit purposes: (i) Sharp will permit Endo Quality to conduct preparatory audits for initiation of GMP manufacture of the PRODUCTS or for pre-approval inspections (ii) Sharp will permit Endo Quality to conduct audits to address significant product quality, safety problems or for cause (iii) Sharp will permit Endo Quality to perform one standard GMP compliance audit per year. Endo representatives will be escorted at all times by Sharp personnel. Endo will provide a thirty (30) day notification for all planned audits. Representatives of Teikoku Seiyaku Co., Ltd., a Japanese corporation and its U.S. subsidiary, Teikoku Pharma USA, Inc. (collectively “Teikoku”) shall be permitted to join Endo representatives on all audits. Notwithstanding any other provision of this Agreement, disclosure of regulatory information related to Lidoderm to Teikoku is expressly allowed.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in duplicate, by their duly authorized representatives, with legal and binding effect, as of the date first above written.

SHARP CORPORATION                ENDO PHARMACEUTICALS INC.

By: /s/ WILLIAM J. WALKER            By: /s/ DANIEL J. CARBERY

Name: William J. Walker                Name: Daniel J. Carbery

Title: Vice President, Sales and Marketing        Title: Senior Vice President, Operations

A.    Initial Price. As of the Implementation Date as set forth in Section 2.1(c), Sharp will Label and Package Lidoderm® for an initial price of $*** per carton (“Initial Price”).

FDA Notices or Letters of Material Adverse Findings in accordance with Paragraph 6.3 of this Agreement