SEPARATION AGREEMENT

WHEREAS, Ms. Hall is serving as Executive Vice President, Chief Scientific Officer and Global Head of Research & Development and Quality, pursuant to an Agreement entered into on March 6, 2014 (the “Employment Agreement”);

WHEREAS, Ms. Hall is also party to an Expatriate Assignment Agreement Addendum dated February 12, 2015 (the “Expatriate Addendum”), which provides certain benefits to Ms. Hall during her expatriate assignment;

WHEREAS, the Parties have agreed that Ms. Hall will cease to serve as Executive Vice President, Chief Scientific Officer and Global Head of Research & Development and Quality, and her employment with the Company shall terminate; and

WHEREAS, the Parties desire to enter into this Separation Agreement (this “Agreement”) to set forth the Parties’ agreement as to Ms. Hall’s entitlements and continuing obligations in connection with her termination of employment.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

continue to pay Ms. Hall at her current rate of base salary and continue all of her benefits (including equity vesting) through the Termination Date, in accordance with and subject to the terms of the Employment Agreement and the Expatriate Addendum; provided, however, that Ms. Hall shall not be eligible to receive a grant of equity compensation in 2017 nor shall Ms. Hall be eligible for any merit increases in 2017. For the avoidance of doubt, the Company shall pay Ms. Hall’s bonus compensation in respect of 2016 at the same time generally paid to other similarly situated executives, and such bonus shall be determined on a basis consistent with past practice and as applied to other similarly situated executives.

by a subsequent employer and to any Medicare coverage for which Ms. Hall becomes eligible; provided, that in the event (i) such continued coverage, by reason of change in the applicable law, may, in the Company’s reasonable view, result in tax or other penalties to the Company, or (ii) Ms. Hall is not eligible for such continued coverage, by reason of the terms of such plans or any changes thereto, this provision shall terminate and the Parties shall, in good faith, negotiate for a substitute provision that provides substantially similar benefits to Ms. Hall but does not result in such tax or other penalties to the Company;

others performing the same or similar services. In performing the Services, Ms. Hall will comply fully with all applicable laws, and all applicable policies of Endo and its affiliates. Ms. Hall may perform the Services from a mutually agreed location, with any travel as may be necessary to fulfill such Services.

business, whose business competes” for all purposes of Section 11(b) of the Employment Agreement (including with respect to entities with which the Company has a product licensing agreement) shall be revised to mean any third party or business whose branded products or services compete with any products or services (both on the market and in development) of the branded pharmaceuticals business of Endo or any of its affiliates as of the Termination Date that constitutes more than 5% of the revenue of Endo’s branded pharmaceuticals business and its affiliates as of the Termination Date (for the avoidance of the doubt, the proviso in subsection 11(b)(i) shall continue to apply). The Company’s right to injunctive relief and additional remedies as set forth in Section 12 of the Employment Agreement shall continue to apply.

Company’s counsel or any third-parties at the request of the Company at mutually convenient times and locations, (B) giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions, (C) producing all documents in Ms. Hall’s possession or control that Ms. Hall is reasonably requested to produce, (D) executing accurate and truthful documents, and (E) taking such other actions as may reasonably be requested by the Company and/or the Company’s counsel to effectuate the foregoing. Such cooperation shall be subject to Ms. Hall’s business and personal commitments and shall not require Ms. Hall to cooperate against her own legal interests or the legal interests of any future employer of her. Ms. Hall will not furnish information to or cooperate with any non-governmental entity (other than the Company) in connection with any proceeding or legal action involving the Company, its affiliates and their predecessors; provided, that, following the eighteen month anniversary of the Termination Date, such prohibition shall not extend to any such actions taken by Ms. Hall on behalf of (A) Ms. Hall’s then current employer, (B) any entity with respect to which Ms. Hall is then a member of the board of directors or managers, as applicable, or (C) any non-publicly traded entity with respect to which Ms. Hall is a 5% or more equity owner (or an affiliate of any such entities referenced in clause (A), (B) or (C)). Nothing in this provision shall require Ms. Hall to violate her obligation to comply with valid legal process. Ms. Hall agrees that, in the event she is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to her employment by the Company, Ms. Hall will, to the extent not legally prohibited from doing so, give prompt notice of such request to the Chief Legal Officer of the Company so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure.

modification, waiver or amendment of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by the Chief Executive Officer of Endo at such time.

    

1.    FOR AND IN CONSIDERATION of the payments and benefits provided in Section 3(b), (c), (d), (e), (f) and (g) of the Separation Agreement between Executive and the Company dated as of December 21, 2016 (the “Separation Agreement”), Executive, for herself, her successors and assigns, executors and administrators, now and forever hereby releases and discharges the Company, together with all of its past and present parents, subsidiaries, and affiliates, together with each of their officers, directors, stockholders, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns (hereinafter collectively referred to as the “Releasees”) from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected, which Executive or Executive’s executors, administrators, successors or assigns ever had, now has or may hereafter claim to have by reason of any matter, cause or thing whatsoever; arising from the beginning of time up to the date Executive executes the Release: (i) relating in any way to Executive’s employment relationship with the Company or any of the Releasees, or the termination of Executive’s employment relationship with the Company or any of the Releasees; (ii) arising under or relating to the Employment Agreement (as defined in the Separation Agreement); (iii) arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, any claim arising under the provisions of the False Claims Act; 31 U.S.C. § 3730, including, but not limited to, any right to personal gain with respect to any claim asserted under its “qui tam” provisions, Sections 1981 through 1988 of Title 42 of the United States Code, the Immigration Reform and Control Act, the Workers Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Fair Labor Standards Act of 1938, Executive Order 11246, the Pennsylvania Human Relations Act, the Pennsylvania Whistleblower Law and/or the applicable state or local law or ordinance against discrimination, each as amended; (iv) relating to wrongful employment termination or breach of contract; or (v) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and Executive; provided, however, that notwithstanding the foregoing, nothing contained in the Release shall in any way diminish or impair: (a) any rights Executive may have, from and after the date the Release is executed; (b) any rights to indemnification that may exist from time to time under the Company’s certificate of incorporation or bylaws, or state law or any other indemnification agreement entered into between Executive and the Company; (c) any rights Executive may have under any applicable general liability and/or directors and officers insurance policy maintained by the Company; (d) any rights Executive may have to vested benefits under employee benefit plans or incentive compensation plans of the Company; (e) any rights Executive may have as a general shareholder of the Company; (f) Executive’s ability to bring appropriate proceedings to enforce the Release; (g) any rights Executive may have that arise under (and that are preserved by) the Separation Agreement; and (h) any rights or claims Executive may have that cannot be waived under applicable law (collectively, the “Excluded Claims”). Executive further acknowledges and

agrees that, except with respect to Excluded Claims, the Company and the Releasees have fully satisfied any and all obligations whatsoever owed to Executive arising out of Executive’s employment with the Company or any of the Releasees, and that no further payments or benefits are owed to Executive by the Company or any of the Releasees. Nothing in this Release is intended to prohibit or restrict Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment; provided that Executive hereby waives the right to recover any monetary damages or other relief against any Releasees.

2.    Executive understands and agrees that, except for the Excluded Claims, Executive has knowingly relinquished, waived and forever released any and all rights to any personal recovery in any action or proceeding that may be commenced on Executive’s behalf arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for back pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees.

3.    Executive acknowledges and agrees that Executive has been advised to consult with an attorney of Executive’s choosing prior to signing the Release. Executive understands and agrees that Executive has the right and has been given the opportunity to review the Release with an attorney of Executive’s choice should Executive so desire. Executive also agrees that Executive has entered into the Release freely and voluntarily. Executive further acknowledges and agrees that Executive has had at least twenty-one (21) calendar days to consider the Release, although Executive may sign it sooner if Executive wishes. In addition, once Executive has signed the Release, Executive shall have seven (7) additional days from the date of execution to revoke Executive’s consent and may do so by writing to: Chief Legal Officer, Endo, 1400 Atwater Drive, Malvern, PA 19355. The Release shall not be effective, and no payments shall be due hereunder, earlier than the eighth (8th) day after Executive shall have executed the Release and returned it to the Company, assuming that Executive had not revoked Executive’s consent to the Release prior to such date.

4.    It is understood and agreed by Executive that any payment made to Executive is not to be construed as an admission of any liability whatsoever on the part of the Company or any of the other Releasees, by whom liability is expressly denied.

5.    The Release is executed by Executive voluntarily and is not based upon any representations or statements of any kind made by the Company or any of the other Releasees as to the merits, legal liabilities or value of Executive’s claims. Executive further acknowledges that Executive has had a full and reasonable opportunity to consider the Release and that Executive has not been pressured or in any way coerced into executing the Release.

6.    The exclusive venue for any disputes arising hereunder shall be the state or federal courts located in the State of Delaware or, at the Company’s election, in any other state in which Executive maintains Executive’s principal residence or Executive’s principal place of business, and each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding

brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

  

7.    The Release and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the application of any choice of law rules that would result in the application of another state’s laws. If any provision hereof is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this document and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.