UPS Supply Chain Solutions, Inc. 12380 Morris RoadAlpharetta, GA 30005

Term. The term of this Schedule shall commence on the Effective Date and shall continue up to and including *** (“Term”), unless earlier terminated in accordance with the MSA. ***

Term and Termination. The term of this Schedule shall commence on the Effective Date and shall continue up to and including *** (“Term”), unless earlier terminated in accordance with the MSA. ***

1.Specialized Handling. Hazardous Materials or Other Regulated Products will not be accepted for handling and storage under this SOW unless a separate service schedule expressly authorizing such has been executed by the Parties.

2.Training. SCS shall train its personnel to perform standard warehouse logistics Services with respect to the Products. Client shall provide SCS with training materials and applicable reference manuals relating to any specialized training for processes or systems to be provided to Client under this Statement of Work (SOW) which are different from standard warehouse logistics services.

3.Operating Parameters. As of the Effective Date, the Facilities and warehouse space are those as listed on Exhibit C. The warehouse space within a Facility available to Client from time to time for the storage of the Products shall be referred to as the “Storage Area.”

4.Hours of Operation. Facility hours of Operation for warehouse Services are defined in the Operating Parameters. Business Day is defined as Monday through Friday, excluding Holidays (“Business Day”). US Holidays are: Memorial Day, 4th of July, Labor Day, Thanksgiving, Day after Thanksgiving, Christmas Day, New Year’s Eve, New Year’s Day (“Holidays”).

5.Access to Storage Area. Only individuals authorized by SCS or Client shall be permitted access to the Storage Areas, provided however, that Client must provide SCS reasonable advance notice prior to such access, and provided further, that any such individual must agree to comply with the security provisions applicable to such Facility. Authorization by Client for Client personnel shall be controlled through an approved access list provided to SCS by Client.

6.Client Designated Contact. Client will provide the name, job title, and contact information, to include telephone numbers (business, cell phones, facsimile, pager numbers, etc.) of a designated manager within Client’s organization to serve as continuously available liaison with SCS for communication of all reporting and issue escalation to Client. (“Client Designated Contact”). If there is any change in the Designated Contact, Client shall promptly submit the above information to SCS by facsimile or email.

7.Equipment. SCS will provide all required general purpose equipment necessary to perform the Services, except that any special, customized or unique equipment needed to perform the Services shall be provided by Client and maintained at Client’s sole expense.

8.Products Master File. The inventory system will be SCS’s Warehouse Management System (WMS). Prior to the initial shipment of any Products to a Facility, Client will provide SCS with a master list of all Products that are to be handled pursuant to this SOW. SCS will keep the information contained on such list in a file in its WMS (the “Master File”). Client will provide SCS with the information needed to update the Master File, including all new additions to the Products to be handled pursuant to this SOW and any changes to information relating to Products on the Master File by a mutually agreed upon method.

9.Incoming Product Quality Assurance (“QA”). Client is responsible for all control over QA hold and release of Product.

10.Information System. SCS will use the Warehouse Management System (“WMS”) for inventory management and Client custom Services. On request, SCS has the ability to forward reports via e-mail. If e-mail reporting is requested, any manipulation of the report data by Client, and subsequent reporting discrepancies caused thereby, are the responsibility of Client. If requested, SCS can provide additional EDI interface capability to Client's systems at the Information Services rates set forth in Exhibit B. The cost to develop EDI will be quoted by SCS on request. Client will receive standard WMS reporting. If requested, report modifications or new reports can be provided by SCS, subject to the Information Services rates set forth in Exhibit B.

11. Customer Service Support. SCS will provide support to Client’s warehouse operations as needed to facilitate the Services. For regulated products, SCS will maintain a name and address database of all Clients’ customers. SCS client service support will provide reporting to Client.

12.Product Delivery Requirements. Client shall arrange for Products to be delivered to the Facility in a segregated manner, free from contamination, properly marked and packaged for handling. Any special delivery requirements are set forth in the Work Instructions. At or prior to delivery of the Products to any Facility, Client shall provide to SCS a manifest indicating the Products to be tendered for storage, with any special instructions, including but not limited to the applicable material safety data sheets (MSDS), concerning storage, services, accounting, segregation or any other requirements relating to the Products.

13.Warehouse Services. Services to be performed pursuant to this Schedule are as follows:

14.Transition Assistance. In connection with the termination or expiration of this SOW, SCS will:

15.Full Customer Service for Client. SCS will provide a full range of customer service support for Client for order processing, telephone support for customer inquiries and other customer service duties as detailed in the Work Instructions.

16.Full Customer Service Hours of Operation. Standard hours of operation are ***, excluding Holidays. Holidays are: Thanksgiving, Day after Thanksgiving, Christmas Day, New Year's Eve, New Year's Day, Memorial Day, 4th of July, Labor Day. After hours emergency coverage can be provided as a standard service at a mutually agreed upon rate. With advance notice, special Services can be provided outside standard hours at an agreed upon rate.

17.Customer Information Database. SCS will maintain a name and address database of all Clients’ customers. Special projects for extraordinary changes to customer database information, or other request outside the scope of the standard database maintenance Services, are subject to an assessorial Fee for the required labor hours.

18.Customer Account Establishment. Client will be responsible for decisions regarding customer new account set-ups.

19.Customer Order Processing. SCS will provide customer order collection by telephone, mail, fax or electronically, and respond to customer inquiries. SCS will:

20. Customer Accounts Receivable Management and Collections. SCS will not provide AR services

21.Chargeback. SCS will not provide Chargeback services

1.    Fixed Monthly Fees

2.    Variable Fees

5.    Information Systems Development Rates

6.    Billing administration of Services

1.    Facilities:

2.    Service Requirements Hours:

3.    Inbound

4.    Inventory and Storage

5.    Order Profile

6.    Shipping Profile

7.    Returns

8.    Customer Service

Client to SCS

SCS to Client

In accordance with section 2.2 of Service Schedule No1, the Client is required to pay the following Early Termination Costs:

Memphis, TN

Harrisburg, PA

Customer Service

This Amended and Restated Service Schedule No. 5 for ocean freight services (“Service Schedule”) is entered into this 1st day of July, 2015, (the “Effective Date”) and is attached to and made part of that certain Master Services Agreement dated April 1^st, 2010, (the “MSA”) by and between Logistics Provider, as defined below, and Endo Pharmaceutical Inc.(“Customer”). This Service Schedule replaces and supersedes that Service Schedule No. 5 with effective date of August 16, 2013. Terms not defined in this Service Schedule shall have the meaning set forth in the MSA. In the event of any inconsistency or conflict between this Service Schedule and the MSA or any Incorporated Document or terms, this Service Schedule shall control. Terms and conditions of Customer transportation documents, including, without limitation, all of Customer’s and its carriers’ and their agents’ bills of lading, invoices, purchase orders and packing slips, will not apply to any ocean freight services provided by Logistics Provider hereunder.

1.Provision of Services and Liability. Ocean freight services hereunder shall be performed by one or more of the following affiliate companies (collectively, "Logistics Provider")

Logistics Provider's ocean freight services shall be performed pursuant to Logistics Provider's multimodal carriage terms ("Multimodal Carriage Terms") and Logistics Provider's forwarding agent terms ("Forwarding Agent Terms"), which shall respectively govern the liability of Logistics Provider as applicable, except as amended herein or as inconsistent with any term or provision herein. The Multimodal Carriage Terms may be viewed and/or retrieved online at [ http://www.ups-scs.com/tools/terms/ofs_tc.pdf ] and are also available in print upon request. The Forwarding Agent Terms can be viewed and/or retrieved online at [ http://www.ups-scs.com/tools/terms/FF_Customs_Brokerage_TC.pdf ] and are also available in print upon request. Customer warrants it has retrieved, reviewed and agrees to be bound by the Multimodal Carriage Terms and Forwarding Agent Terms, except as modified herein or as inconsistent with any term or provision herein. The Multimodal Carriage Terms and Forwarding Agent Terms are incorporated herein by reference as though set forth in full, and shall apply respectively to the ocean freight services performed pursuant to this Service Schedule as follows:

(A) During periods of carrier services by Logistics Provider, as memorialized by a Logistics Provider waybill carriage receipt, the Multimodal Carriage Terms shall apply and Logistics Provider shall have carrier liability subject to and as set forth therein, subject to amendments within this Service Schedule. Clauses 2, 4, 7.1, 7.2, 9.1 and 12.4 of the Multimodal Carriage Terms are hereby deleted and nullified in their entirety and the last sentence of clause 12.2 of the Multimodal Carriage Terms is hereby deleted and nullified. Notwithstanding the foregoing, and notwithstanding that the arrangement for which this Service Schedule provides is not common carriage, the parties agree that Logistics Provider's rules tariff published at www.ratewave.com, except and to the extent inconsistent with this Service Schedule, will apply to transportation under the Logistics Provider's waybill carriage receipt. Notwithstanding any provision in the Multimodal Carriage Terms to the contrary, and the Multimodal Carriage Terms are hereby expressly amended, so that Logistics Provider's liability during periods of carrier services as memorialized by a Logistics Provider waybill carriage receipt shall be as follows:

be entitled to rely upon and limit its liability pursuant to any statute, regulation or rule that is applicable, compulsorily or otherwise, to surface carriers in the jurisdiction where the loss or damage occurred.

Notwithstanding any provision in the Multimodal Carriage Terms to the contrary, and notwithstanding any reference in any term between Logistics Provider and Customer ***, the Multimodal Carriage Terms are hereby further expressly amended, so that Customer and Logistics Provider hereby agree and mutually intend that Logistics Provider's carrier services for Customer, as memorialized under a Logistics Provider waybill carriage receipt, *** Customer and Logistics Provider specifically agree this Service Schedule shall *** of this Service Schedule. As such, waybill carriage receipts issued by Logistics Provider shall be deemed non-negotiable ***, notwithstanding any reference thereon or therein to "bill of lading" or negotiability.

In the event of loss, damage or delay to goods/cargoes during periods of carrier services by Logistics Provider and while onboard a vessel, and the vessel owner or demise charterer initiates limitation proceedings, then claims or suits may only be brought against that Vessel owner or demise charterer. In all other circumstances of carrier services by Logistics Provider, claims or suits may be brought only against Logistics Provider. The respective liability limitations and liability cap provided in this section 1(A) shall constitute the total and collective recovery rights of Customer as against Logistics Provider and Logistics Provider's direct and indirect agents, subcontractors and servants as well as their respective servants and agents to the extent participating in the performance of carriage. The benefits inuring to Logistics Provider under this section 1(A) shall equally inure to the benefit of Logistics Provider's direct and indirect agents, subcontractors, servants and their respective servants and agents to the extent participating in the performance of carriage.

(B) Where the carriage service under a Logistics Provider waybill carriage receipt commences or terminates by its own terms at a terminal, port or container freight station, any arrangements for pre-carriage or on-carriage made by Logistics Provider with a third-party surface carrier shall be deemed an "ocean freight service" subject to this Service Schedule and are made by Logistics Provider on Customer's behalf in Logistics Provider's limited capacity as agent and surface transportation broker, and the Forwarding Agent Terms shall apply and Logistics Provider's liability shall be subject to and limited as set forth therein. In the event Logistics Provider performs surface carriage or is for any other reason found to be liable as a carrier with respect to surface transportation, such surface transportation shall be deemed an "ocean freight service" subject to this Service Schedule and Logistics Provider's liability shall be subject to and limited as set forth in 1(A)(ii) above, notwithstanding that the waybill carriage receipt ends by its own terms at a terminal, port or container freight station.

(C) Where Logistics Provider issues no waybill carriage receipt but only arranges transportation on Customer's behalf as agent, Logistics Provider does so in its limited capacity as Ocean Freight Forwarder, and the Forwarding Agent Terms shall apply and Logistics Provider's liability shall be subject to and limited as set forth therein. In the event Logistics Provider is nevertheless for any reason found liable as a carrier, Logistics Provider's liability shall be subject to and as set forth in section 1(A) above, notwithstanding that Logistics Provider issues no waybill carriage receipt.

(D) In the event Logistics Provider provides non-carrier services ancillary to transportation, such as but not limited to customs brokerage, packing, temperature care services, agency services or any other non-carrier service, the Forwarding Agent Terms shall apply and Logistics Provider's liability shall be subject to and as set forth therein.

(E) In no event shall Logistics Provider be liable or responsible for consequential, indirect, incidental, statutory or punitive damages even if it has been put on notice of the possibility of such damages, including any and all loss or damages arising from delay.

2. Packaging Warranty. Customer warrants all ocean containers tendered to Logistics Provider shall be exclusively stowed with palletized goods/cargoes and in no event shall the number of pallets per container exceed ***. Customer and Logistics Provider agree that the package and customary freight unit for purposes of calculating the liability of Logistics Provider shall be the ***

  

3. Term. The initial term of this Service Schedule shall commence on the Effective Date and shall continue up to and including June 30, 2016 (“Initial Term”), unless earlier terminated in accordance with the MSA. Thereafter, this Service Schedule will automatically renew for successive one-year renewal terms. Any Party may terminate this Service Schedule during the Initial Term or any renewal term for any reason or no reason, without penalty, on thirty (30) days prior written notice. Notwithstanding the foregoing, in the event that Logistics Provider continues to provide the ocean freight services to Customer following the expiration or termination of this Service Schedule, and the Parties fail to enter into a written extension of this Service Schedule, then this Service Schedule shall remain in effect on a month-to-month basis after the expiration or termination date until terminated in writing by any Party upon thirty (30) days prior written notice, provided, that fees and rates applicable to ocean freight services may be adjusted by the Logistics Provider.

    

(A) Fees. ***

(B) Payments. Customer’s failure to pay any amounts when due, which failure remains uncured for a period of *** after written notice thereof, will result in Logistics Provider's right to do any or all of the following: ***

5. Designated Person. Customer shall provide to Logistics Provider the name, address, phone number, fax number and e-mail address of each employee, agent or representative of Customer who is authorized to instruct the Parties with respect to the ocean freight services promptly update such information as needed. If requested by Logistics Provider, Customer will provide the foregoing information in writing. Logistics Provider shall only accept orders and instructions from such designated employees, agents and representatives, and may rely on any instructions that Logistics Provider reasonably believes have been authorized by Customer in performing the ocean freight services. Customer shall provide Logistics Provider with all documents, data, and other information required for the international transport of goods/cargoes. Failure of this obligation will be attributable to Customer for purposes of delays or impossibility in completing the ocean freight services. Customer shall indemnify, defend and hold harmless Logistics Provider with respect to any costs, fines penalties or other expenses arising from Customer's furnishing of inaccurate or untimely information or noncompliance with any applicable regulatory or customs requirements.

6. Warranty of Authority; Insurance; Waiver of Subrogation. In agreeing and accepting the terms of this Service Schedule, the Customer acts for itself and also any and all other parties who may have any interest in the goods/cargoes shipped hereunder. Customer warrants it has the authority of any and all parties bearing any interest in the goods/cargoes shipped hereunder to bind them to the terms of this Service Schedule. Customer warrants that it has or will obtain ***

7. Severability. If a provision of this Service Schedule is held to be unenforceable, the other provisions will remain in full force and effect. If possible, the offending provision will be modified to the slightest degree necessary to make it enforceable, remaining as close as possible to the parties’ original intent for the provision. If not possible, the offending provision will be stricken, but if performance or enforcement in the absence of such provision would deprive a party of any material element of its original bargain, such party may cause this Service Schedule to be terminated upon written notice to the other Party.

8. Modification. The terms of this Service Schedule may not be modified by any employee or representative of either Party absent a formal writing which specifically references this Service Schedule, states the modification and is signed by the parties hereto.

9. Full Participation. Both Logistics Provider and its Customer have participated fully in the negotiation, review and creation of this Service Schedule, each with the assistance of independent legal counsel. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Service Schedule. The language in this Service Schedule shall be interpreted as to its fair intended meaning and purpose and not strictly for or against any party.

10. Law, Jurisdiction ***. Logistics Provider and Customer agree that if at any time a dispute, disagreement or claim should arise out of or in connection with this Service Schedule and if the parties’ endeavour to amicably settle or otherwise resolve such a dispute, disagreement or claim should fail, ***

11. Notice. Any notice required or permitted to be given shall, except where specifically provided otherwise, be given in writing to the person and at the address listed below by personal delivery, UPS Next Day Air® or certified mail, return receipt requested. The date of notice shall be as follows: the date upon which such notice is so personally delivered; if by UPS Next Day Air®, the date of receipt at the designated address; or if by certified mail, the date of delivery.

IN WITNESS WHEREOF, the Parties hereto have caused this Service Schedule to be executed by their duly authorized representatives as of the Effective Date.