Counterpart to Registration Rights Agreement for 5.375% Senior Notes due 2023 among Endo Finance LLC, Endo Finco Inc., and Guaranteeing Subsidiaries

Summary

This document is a counterpart to a Registration Rights Agreement dated June 30, 2014, related to the 5.375% Senior Notes due 2023. By signing, the listed subsidiaries agree to be bound as Guarantors under the original agreement, which involves Endo Finance LLC, Endo Finco Inc., Citigroup Global Markets Inc., RBC Capital Markets, and other parties. The main obligation is for these subsidiaries to guarantee the terms of the Registration Rights Agreement, ensuring compliance with its provisions regarding the registration of the notes.

EX-10.223 15 ex10223rracounterpart53752.htm RRA 5.375% 2023 FEB 3 Ex. 10.223 RRA Counterpart 5.375% 2023
Exhibit 10.223


Counterpart to Registration Rights Agreement
February 3, 2015
Each of the undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor, as defined in the Registration Rights Agreement, dated June 30, 2014 by and among Endo Finance LLC, a Delaware limited liability company and Endo Finco Inc., a Delaware corporation, the Guarantors party thereto, Citigroup Global Markets Inc. and RBC Capital Markets, relating to the 5.375% Senior Notes due 2023, to be bound by the terms and provisions of such Registration Rights Agreement.



Exhibit 10.223


IN WITNESS WHEREOF, each of the undersigned has executed this counterpart as of the date first written above.

AUXILIUM INTERNATIONAL HOLDINGS, INC.
as a Guaranteeing Subsidiary
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

SLATE PHARMACEUTICALS, INC.
as a Guaranteeing Subsidiary
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

TIMM MEDICAL TECHNOLOGIES, INC.
as a Guaranteeing Subsidiary
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

ACTIENT HOLDINGS LLC
as a Guaranteeing Subsidiary
By:
AUXILIUM PHARMACEUTICALS, INC.,
 
its manager
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary
ACTIENT PHARMACEUTICALS LLC
as a Guaranteeing Subsidiary

[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]


Exhibit 10.223


By:
ACTIENT HOLDINGS LLC,
 
its manager
By:
AUXILIUM PHARMACEUTICALS, INC.,
 
its manager
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

ACTIENT THERAPEUTICS LLC
as a Guaranteeing Subsidiary
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

AUXILIUM US HOLDINGS LLC,
as a Guaranteeing Subsidiary
By:
AUXILIUM PHARMACEUTICALS, INC.,
 
its manager
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

AUXILIUM PHARMACEUTICALS, INC.,
as a Guaranteeing Subsidiary
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary



[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]


Exhibit 10.223


70 MAPLE AVENUE, LLC
as a Guaranteeing Subsidiary
By:
ACTIENT PHARMACEUTICALS LLC,
 
its manager
By:
ACTIENT HOLDINGS LLC,
 
its manager
By:
AUXILIUM PHARMACEUTICALS LLC,
 
its manager
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

TIMM MEDICAL HOLDINGS, LLC
as a Guaranteeing Subsidiary
By:
ACTIENT PHARMACEUTICALS LLC,
 
its manager
By:
ACTIENT HOLDINGS LLC,
 
its manager
By:
AUXILIUM PHARMACEUTICALS LLC,
 
its manager
By:
/s/ Deanna Voss
Name:
 Deanna Voss 
Title:
 Assistant Secretary

[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]


Exhibit 10.223


AUXILIUM UK LTD
as a Guaranteeing Subsidiary
By:
/s/ Orla Dunlea
Name:
Orla Dunlea
Title:
Director

[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]


Exhibit 10.223


AUXILIUM BERMUDA UNLIMITED
as a Guaranteeing Subsidiary
By:
 /s/ Susan Hall
Name:
Susan Hall
Title:
Director

[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]


Exhibit 10.223


ENDO FINANCE II LIMITED
as a Guaranteeing Subsidiary
By:
/s/ Orla Dunlea
Name:
Orla Dunlea
Title:
Director

[Signature to Registration Rights Agreement Counterpart - 5.375% Senior Notes due 2023]