Counterpart to Registration Rights Agreement February 3, 2015

EX-10.231 23 ex10231rracounterpart62025.htm RRA 6% 2025 FEB 3 Ex. 10.231 RRA Counterpart 6% 2025
Exhibit 10.231


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 January 27, 2015 by and among Endo Finance LLC, a Delaware limited liability company, Endo Finco Inc., a Delaware corporation, and Endo Limited, an Irish private limited company, the Guarantors party thereto, RBC Capital Markets, LLC and Citigroup Global Markets Inc., relating to the 6.00% Senior Notes due 2025, to be bound by the terms and provisions of such Registration Rights Agreement.



Exhibit 10.231


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 – 6.00% Senior Notes due 2025]


Exhibit 10.231


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 – 6.00% Senior Notes due 2025]


Exhibit 10.231


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 – 6.00% Senior Notes due 2025]


Exhibit 10.231


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

[Signature to Registration Rights Agreement Counterpart – 6.00% Senior Notes due 2025]


Exhibit 10.231


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

[Signature to Registration Rights Agreement Counterpart – 6.00% Senior Notes due 2025]


Exhibit 10.231


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

[Signature to Registration Rights Agreement Counterpart – 6.00% Senior Notes due 2025]