x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

	FOR THE TRANSITION PERIOD FROM              TO

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*	Amounts do not recalculate due to rounding.

(1)	Represents the cash consideration per the arrangement agreement of C$1.16 per Paladin share translated into U.S. dollars utilizing an exchange rate of $0.9402.

(2)	Represents the fair value of vested Paladin stock option awards attributed to pre-combination services that were outstanding on the Paladin Acquisition Date and settled on a cash-less exercise basis for Endo International plc shares.

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(1)

Represents the cash paid directly to shareholders pursuant to the Merger Agreement, the fair value of Auxilium stock awards attributed to pre-combination services that were outstanding on the Auxilium Acquisition Date and settled in connection with the Auxilium acquisition, and amounts paid by Endo on behalf of Auxilium (including transactions costs incurred by Auxilium in connection with the acquisition and amounts paid to settle existing Auxilium indebtedness and related instruments).

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(1)	As further described in Note 11. Debt, this amount consists of $293.1 million and $278.0 million, representing the debt and equity components of the Auxilium convertible notes, respectively.

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(1)	Revenues generated by our International Pharmaceuticals segment are primarily attributable to Canada, Mexico and South Africa.

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(1)	Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions, changes in the fair value of contingent consideration, costs of integration activities related to both current and prior period acquisitions and excess costs that will be eliminated pursuant to integration plans.

(2)

Separation benefits and other cost reduction initiatives include employee separation costs of $4.8 million and $37.2 million during the three and six months ended June 30, 2015, respectively, compared to $4.0 million and $6.8 million during the three and six months ended June 30, 2014, respectively. During the six months ended June 30, 2015, a $7.9 million charge was recorded upon the cease use date of our Auxilium subsidiary’s former corporate headquarters, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income. Amounts in the comparable 2014 period primarily consisted of employee separation costs and changes in estimates related to certain cost reduction initiative accruals. These amounts were primarily recorded as Selling, general and administrative expense in our Condensed Consolidated Statements of Operations. See Note 4. Restructuring for discussion of our material restructuring initiatives.

(3)	This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code, which we had previously estimated to be $60.0 million in the first quarter of 2014.

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•	Level 1—Quoted prices in active markets for identical assets or liabilities.

•	Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•	Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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(1)	Includes intangible assets acquired primarily in connection with the acquisitions of Auxilium, Lehigh Valley Technologies, Inc. and other acquisitions. See Note 5. Acquisitions for further information.

(3)	During the six months ended June 30, 2015, certain IPR&D assets totaling $17.0 million were put into service, partially offset by a reduction of $5.5 million relating to measurement period adjustments to certain intangible assets. See Note 5. Acquisitions for further information on measurement period adjustments.

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•

The agreement with Actelion extends on a product-by-product and country-by-country basis from the date of the agreement until the last to occur of (i) the date on which the product is no longer covered by a valid claim of a patent or patent application controlled by the Company in such country, (ii) the 15th anniversary of the first commercial sale of the product in such country after receipt of required regulatory approvals, (iii) the achievement of a specified market share of generic versions of the product in such country, or (iv) the loss of certain marketing rights or data exclusivity in such country.

•	The agreement with Asahi Kasei extends on a product-by-product basis from the date of the agreement until the last to occur of (i) the date on which the product is no longer covered by a valid claim of a patent, (ii) the 15th anniversary of the first commercial sale of the product, or (iii) the entry of a generic to XIAFLEX® in the Japanese market.

•	The agreement with Sobi extends on a product-by-product basis from the date of the agreement until its 10th anniversary. The term will be automatically extended for sequential two year periods unless a notice of non-renewal is provided in writing to the other party at least six months prior to expiration of the then current term.

•	Actelion—15%-25%, 20%-30%, and 25%-35% based on net sales of the licensed product;

•	Asahi Kasei—30%-40% and 35%-45% based on net sales of the licensed product; and

•	Sobi—45%-55%, 50%-60% and 55%-65% based on net sales of the licensed product, which also include payments for product supply and which percentages will decrease by approximately 10% upon the occurrence of certain manufacturing milestones or July 1, 2016, whichever is earlier.

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•	On January 27, 2015, certain of the Company’s subsidiaries issued $1.20 billion in aggregate principal amount of 6.00% senior notes due 2025 (the 2025 Notes). The 2025 Notes were issued to (i) finance its acquisition of Auxilium Pharmaceuticals, Inc. (Auxilium), (ii) refinance certain indebtedness of Auxilium and (iii) pay related transaction fees and expenses.

•	On January 29, 2015, the Company’s Endo U.S., Inc. subsidiary acquired Auxilium, a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specific patient’s needs, for equity and cash consideration of $2.6 billion.

•

On January 29, 2015, in connection with the consummation of the merger, Endo and Auxilium entered into an agreement relating to Auxilium’s $350.0 million of 1.50% convertible senior notes due 2018 (the Auxilium Notes), pursuant to which Endo became a co-obligor of Auxilium’s obligations under the Auxilium Notes. From the closing of the acquisition on January 29, 2015, during the first quarter of 2015, holders of the Auxilium Notes converted substantially all of the Auxilium Notes.

•	In February 2015, Paladin acquired substantially all of Litha Healthcare Group Limited’s (Litha’s) remaining outstanding ordinary share capital that it did not own for consideration of approximately $40 million.

•	On February 23, 2015, the U.S. Food and Drug Administration (FDA) accepted the NDA for Belbuca™ (buprenorphine HCl) Buccal Film for substantive review.

•	On March 16, 2015, Endo announced the commercial availability of Natesto™ (testosterone nasal gel), the first and only testosterone nasal gel for replacement therapy in adult males diagnosed with hypogonadism.

•	In April 2015, the Company settled all of the remaining outstanding 1.75% Convertible Senior Subordinated Notes Due 2015

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•

In May 2015, Litha Pharma (Pty) Limited, a subsidiary of the Company, entered into an agreement to acquire a broad portfolio of branded and generic injectable and established products focused on pain, anti-infectives, cardiovascular and other specialty therapeutics areas from a subsidiary of Aspen Holdings, a leading publicly-traded South African company that supplies branded and generic products in more than 150 countries, and from GlaxoSmithKline plc (GSK). The transaction is expected to expand Endo’s presence in South Africa. Under the terms of the agreement, the subsidiary of Aspen Holdings and GSK will receive a one-time payment of approximately $150 million subject to usual and customary closing adjustments. The transaction is expected to close in the second half of 2015.

•

In May 2015, the Company announced that it had entered into a definitive agreement pursuant to which the Company shall acquire privately held Par Pharmaceutical Holdings, Inc. (Par) from TPG Capital North America in a transaction valued at $8.05 billion, including the assumption of Par debt. The purchase price consists of 18.0 million shares ($1.55 billion of value based on the 10-day volume weighted average share price ending on May 15, 2015) of the Company’s equity and $6.50 billion of cash consideration to Par shareholders, subject to certain adjustments. The transaction is expected to close in the second half of 2015.

•	In June 2015, the Company issued 27,627,628 ordinary shares at $83.25 per share for a total of $2,300.0 million, before fees, in order to finance a portion of the pending Par acquisition.

•

In July 2015, the Company issued $1.64 billion in aggregate principal amount of 6.00% senior notes due 2023 (the 2023 Notes). The 2023 Notes were issued in a private offering for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2023 Notes were issued to (i) finance its acquisition of Par, (ii) refinance certain indebtedness of Par and (iii) pay related transaction fees and expenses.

•

In July 2015, the Company’s wholly-owned subsidiaries, Endo Finance LLC and Endo Finco Inc., redeemed all $481.9 million aggregate principal amount outstanding of their 7.00% Senior Notes due 2019 (2019 Endo Finance Notes) and the Company’s wholly-owned subsidiary, EHSI, redeemed all $18.0 million aggregate principal amount outstanding of its 7.00% Senior Notes due 2019 (2019 EHSI Notes). The aggregate redemption price included a redemption fee of $17.5 million, or 3.5% of the aggregate principal amount of the 2019 Endo Finance Notes and the 2019 EHSI Notes, plus accrued and unpaid interest to, but not including, the redemption date.

•	On August 3, 2015, the Company completed the sale of the Men’s Health and Prostate Health components of its AMS business to Boston Scientific Corporation.

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*	Percentages may not add due to rounding.

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(1)	Revenues generated by our International Pharmaceuticals segment are primarily attributable to Canada, Mexico and South Africa.

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(1)	Acquisition-related and integration-items include costs directly associated with the closing of certain acquisitions, changes in the fair value of contingent consideration, costs of integration activities related to both current and prior period acquisitions and excess costs that will be eliminated pursuant to integration plans.

(2)

Separation benefits and other cost reduction initiatives include employee separation costs of $4.8 million and $37.2 million for the three and six months ended June 30, 2015, respectively, compared to $4.0 million and $6.8 million for the three and six months ended June 30, 2014. Also included for the six months ended June 30, 2015 was a $7.9 million charge recorded upon the cease use date of our Auxilium subsidiary’s former corporate headquarters, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income. Amounts in the comparable 2014 period primarily consisted of employee separation costs and changes in estimates related to certain cost reduction initiative accruals. These amounts were primarily recorded as Selling, general and administrative expense in our Condensed Consolidated Statements of Operations. See Note 4. Restructuring for discussion of our material restructuring initiatives.

(3)	This amount represents charges related to the expense for the reimbursement of directors’ and certain employees’ excise tax liabilities pursuant to Section 4985 of the Internal Revenue Code, which we had previously estimated to be $60.0 million in the first quarter of 2014.

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(1)

On April 28, 2015, our Board of Directors resolved to approve a share buyback program (the 2015 Share Buyback Program), authorizing the Company to redeem in the aggregate up to $2.50 billion of its outstanding ordinary shares. In accordance with Irish Law and the Company’s Articles of Association, all ordinary shares redeemed shall be cancelled upon redemption. Redemptions under this program may be made from time to time in open market or negotiated transactions or otherwise, as determined by the Transactions Committee of the Board of Directors. This program does not obligate the Company to redeem any particular amount of ordinary shares. Future redemptions, if any, will depend on factors such as levels of cash generation

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Expiration Date:	The 10th anniversary of the Date of Grant

Vesting Dates:	Option vests ratably over the first, second, third [and fourth] anniversaries of the Date of Grant

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(a)

Termination of Service for Cause. Upon the Participant’s termination of service with the Company and its Subsidiaries by the Company or its Subsidiary for Cause, the portion of outstanding Options that are exercisable as of the date of such termination of service shall remain exercisable for thirty (30) days from and including the date of termination of service (and shall thereafter terminate). Any portion of outstanding Options that are not exercisable as of the date of such termination of service shall terminate upon the date of termination of service.

(b)	Termination of Service on Account of Death. Upon the Participant’s termination of service on account of death, all of the Participant’s unvested Options shall immediately vest and become exercisable. The Options shall remain exercisable for one (1) year from and including the date of the Participant’s death (and shall thereafter terminate).

(c)

Termination of Service on Account of Disability or Voluntary Retirement with Consent of Company. If the Participant voluntarily Retires with the consent of the Company or if the Participant’s service terminates due to Disability, the Participant’s unvested Options as of the date of such termination shall continue to vest in accordance with the original vesting schedule set forth above. The Options shall remain exercisable for a period of one (1) year from and including the later of (i) the date such entire Option becomes exercisable in accordance with the vesting schedule and (ii) the date of termination of service (and shall thereafter terminate).

(d)

Termination of Service by the Company without Cause or by the Participant for Good Reason. Upon termination of the Participant’s service with the Company and its Subsidiaries by the Company or its Subsidiary without Cause or by the Participant for “good reason” (or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party), the portion of outstanding Options that are exercisable as of the date of such termination of service shall remain exercisable for one (1) year from and including the date of termination of service (and shall thereafter terminate). Any portion of outstanding Options that are not exercisable as of the date of such termination of service shall terminate upon the date of termination of service.

(e)

Termination of Service for any Other Reason. Upon the Participant’s termination of service for any reason other than the reasons enumerated in Subparagraphs (a) through (d) above, the portion of outstanding Options that are exercisable as of the date of such termination of service shall remain exercisable for ninety (90) days from and including the date of termination of service (and shall thereafter terminate). Any portion of outstanding Options that are not exercisable as of the date of such termination of service shall terminate upon the date of termination of service.

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(a)

if the Option is assumed or substituted (within the meaning of the Plan) in connection with such Change in Control, and the Participant incurs a termination of service by the Company or its Subsidiary without Cause or by the Participant for good reason (or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party) during the 24-month period following such Change in Control, then the Option shall vest and become fully exercisable on the date of such termination and shall remain exercisable for one (1) year from and including the date of termination of service (and shall thereafter terminate).

(b)	if the Option is not assumed or substituted in connection with such Change in Control, then the Option shall immediately vest and become fully exercisable on the occurrence of the Change in Control.

(a)

Any “Person” (as defined below) is or becomes the “beneficial owner” (“Beneficial Owner”) within the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its “Affiliates” (as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act)) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of Subparagraph (c) below; or

(b)

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose

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(c)

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in (i) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (ii) the individuals who comprise the Board of Directors immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(d)

The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s shareholders unless the Board of Directors expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (A) at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (B) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board of Directors immediately prior thereto.

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Performance Period:	The period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant.

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(a)

if the Performance Award is assumed or substituted (within the meaning of the Plan) in connection with such Change in Control, and the Participant incurs a termination of service by the Company or its Subsidiary without Cause or by the Participant for good reason (or any like term as defined under any employment agreement with the Company or a Subsidiary to which the Participant is a party) during the 24-month period following such Change in Control, then the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any Performance Awards shall lapse and the Performance Awards shall be settled in shares of Company Stock on the date of such termination based on achievement of applicable performance criteria, measured as of the date of such termination; provided, however, if such termination of service occurs prior to the first anniversary of the Date of Grant, the 3-Year CAGR will be determined based on an assumed measurement period of one year.

(b)

if the Performance Award is not assumed or substituted in connection with such Change in Control, then the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any Performance Awards shall lapse and the Performance Awards shall be settled in shares of Company Stock immediately prior to the Change in Control based on achievement of applicable performance criteria, measured as of the date of the Change in Control; provided, however, if the Change in Control occurs prior to the first anniversary of the Date of Grant, the 3-Year CAGR will be determined based on an assumed measurement period of one year.

(c)	Any portion of the Performance Award that could have been earned in accordance with Section 5(a) or Section 5(b) that is not earned (in accordance with such provisions) shall be immediately forfeited on the date of termination or on the date of the Change in Control, as applicable.

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(a)

Any “Person” (as defined below) is or becomes the “beneficial owner” (“Beneficial Owner”) within the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its “Affiliates” (as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act)) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of Subparagraph (c) below; or

(b)

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(c)

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in (i) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (ii) the individuals who comprise the Board of Directors immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

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(d)

The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s shareholders unless the Board of Directors expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (A) at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (B) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board of Directors immediately prior thereto.

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Performance Period:	The period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant.

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(a)

Any “Person” (as defined below) is or becomes the “beneficial owner” (“Beneficial Owner”) within the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its “Affiliates” (as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act)) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of Subparagraph (c) below; or

(b)

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(c)

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in (i) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (ii) the individuals who comprise the Board of Directors immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or

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(d)

The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s shareholders unless the Board of Directors expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (A) at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (B) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board of Directors immediately prior thereto.

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1.	Section 2.1 of Service Schedule 1 is deleted in its entirety and replaced with the following:

2.	Exhibits A, B, C, and D are deleted in their entirety and replaced with Exhibits A.1, B.1, C.1 and D.1 attached hereto and made a part of the Agreement.

3.	Section 2 of Service Schedule No. 2 is deleted in its entirety and replaced with the following:

4.	The following provision is added to Service Schedule No. 2:

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5.	Exhibits A “Fees” and B “Operating Parameters” are deleted in their entirety and replaced with Exhibits A-1 “Fees” and B-1 Operating Parameters” attached hereto and made a part of the Agreement.

6.	Service Schedule No. 5_ *** Agreement for All Ocean Freight Services is deleted in its entirety and replaced with the new Service Schedule No. 5_Amended and Restated *** Agreement for All Ocean Freight Services.

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13.1	Product Receipt. SCS will receive all delivered Products, including stock from Client’s manufacturer.

13.1.1	Unloading, counting, checking and putting away of stock.

13.1.2	Recording products, quantities, and lot numbers received, noting visual damages, shortages and overages.

13.1.3	Data entry of warehouse receipts into computer system.

13.1.4	Special handling such as receiving unmarked cartons or breaking down pallets or cartons on receipt is subject to an assessorial labor charge.

13.1.5	Transmission of receipt transaction to Client and stock putaway in accordance with date expiration methodologies.

13.2	Product Storage. SCS will provide storage as required in accordance with Client’s WI. Temperature controlled storage will be provided based on the following guidelines:

13.2.1	General warehouse: 15-30 degrees Celsius

13.2.2	Vault: 15-25 degrees Celsius

13.2.3	Cooler: 2-8 degrees Celsius

13.2.4	Warehouse temperature and humidity will be monitored.

13.2.5	SCS will track product by ***.

13.3	Inventory Management.

13.3.1	SCS will maintain a cycle count program in accordance with SCS’s standard practice and agreed upon client’s work instructions. SCS will maintain records of all counts taken and, if requested, provide monthly reporting to Client on results achieved.

13.3.2	SCS will track ***, and identify product receipts and orders by *** where applicable.

13.3.3	SCS will support Customer’s product recall procedures.

13.3.4	SCS can provide automatic lot selection, e.g. FIFO, shortest expiry date, specific lot selection, as requested.

13.3.5	SCS will perform physical inventory at Client’s request: *** day advanced notice is required and Client will be billed for the labor hours.

13.4	Damaged or Expired Products. Client will be notified of damaged or expired Product. Damaged or expired Product will be returned to manufacturer or sent out to an authorized destruction company. The agreement with the authorized destruction company will be between Client and the destruction company.

13.5	Order Processing. SCS will provide pick, pack and shipping package labeling Services.

13.5.1	SCS will pick and pack carton quantities, and include bill of lading, and if instructed by WI, include invoice.

13.6	Product Shipment.

13.6.1	Client orders are made available to the warehouse on a *** basis.

13.6.2	Orders are prepared according to WI.

13.6.3	With the exception of the Cold chain product, next day processing for orders is based upon orders received in the DC by 4PM local warehouse time. All cooler parcel orders received by 6 PM LWT will be shipped the same day.

13.7	Routing. SCS will make routing decisions consistent with instructions provided by Client.

13.8	Rush Order and Emergency Order Management. Orders requiring exception handling during regular business hours, on a rush order basis, outside of normal procedures, can be handled. Rush or Emergency orders are subject to additional Fees.

13.9	Backorders.

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13.9.1	Client will maintain backorders in Client ERP system and SCS fill backorders based on client direction. On Client’s direction, SCS will allocate Product when there is insufficient stock to fill all orders received.

13.10	Returns. SCS will provide the management of returned Product, according to Client’s WI. SCS will:

13.10.1	Receive returned Product into segregated area.

13.10.2	Provide visual inspection of incoming returns for quantity discrepancies or damage.

13.10.3	Transfer of returned Product back to Client.

13.10.4	Contact Client to obtain disposition instructions, and if requested by Client, arranging the destruction of returned Product with Clients’ standing pre-authorization.

13.10.5	Process customer credits for returned Product.

13.11	Packaging. Should Client require SCS to purchase packaging supplies, Client will identify the components required and packing specifications. Client is responsible for validation of packaging specifications. SCS will bill Client monthly for all packaging supplies utilized.

14.1	Return Client’s customer information database to Client.

14.2	Perform a complete physical inventory of all Client’s Product. SCS’s standard physical inventory Fee applies to such physical inventory.

14.3	Package the Product and other materials of Client and make same available on the shipping dock for pickup. The outbound transaction Fee applies on all Products to be removed from the Facility.

14.4	Client will arrange for pickup and transportation of all such Product and materials, at Client’s expense, by the date of such termination or expiration.

14.5	Provide termination assistance Services at Clients request, at Client’s expense.

14.6	SCS will retain records as required by regulatory agencies.

19.1	Forward technical inquiries to Client or Client’s designee.

19.2	Provide information to customers on Clients’ policies as per WI.

19.3	As per Client’s instructions, advise customers on deals, pricing, optimum order quantities and available discounts (if applicable).

19.4	Provide backorder information and product availability.

19.5	Process return authorization requests per Client policy and WI.

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19.6	Provide standard reporting to Client.

19.7	Where instructed by Client, process Customer credits for returned Products destroyed at customer site.

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1.1	Memphis, TN Fixed Monthly: $***

2.1	Memphis, TN:

2.1.1	Non Controlled Inbound Pallets: $***

2.1.2	Vault Inbound Pallets: $***

2.1.3	Cage Inbound Pallet: $***

2.1.4	Cold Chain Inbound Pallets: $***

2.1.5	Non Controlled Orders: $***

2.1.6	Vault Orders: $***

2.1.7	Cage Orders: $***

2.1.8	Cold Chain Regular Orders: $***

2.1.9	Cold Chain *** Orders: $***

2.1.10	Non Controlled Lines: $***

2.1.11	Vault Lines: $***

2.1.12	Cage Lines: $***

2.1.13	Cold Chain Regular Lines: $***

2.1.14	Cold Chain ***Lines: $***

2.1.15	Cold Chain *** eaches: $***

2.1.16	Non Controlled Return Receipt: $***

2.1.17	Vault Return Receipt: $***

2.1.18	Cage Return Receipt: $***

2.1.19	Cold Chain Return Receipt: $***No volumes associated with this

2.1.20	Return Lines Vault: $***

2.1.21	Order Entry Lines Vault: $***

2.1.22	CSOS Order Line: $***

2.2	Harrisburg, PA:

2.2.1	Inbound Transfer Pallets: $***

2.2.2	Outbound Transfer Pallets: $***

2.2.3	Inbound Pallets: $***

2.2.4	Non Controlled Orders: $***

2.2.5	Non Controlled Lines: $***

2.2.6	Non Controlled Return Receipt: $***

•	The inbound and outbound transfer pallet cost only apply ***

2.3	Value Added Services:

2.3.1	Label Fee: $***per label (applies only to)

2.3.2	McKesson Label: $***per label

2.3.3	Inverted Pallet Fee: $***per pallet

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2.4	Customer Service

2.4.1	IB ASN Order: $***

2.4.2	IB ASN Line: $***

2.4.3	Manual Order: $***

2.4.4	Manual Line: $***

2.4.5	EDI Line: $***

2.4.6	Master Data Updates: $***

2.4.7	Phone Inquiries: $***

2.4.8	Return Line: $***

2.5	For the Variable Fees –

2.5.1	Memphis Facility: A quarterly minimum variable fee of ***% of the expected fees as per the volumes detailed in Exhibit C, and the rates shown above in this Section 2 will be assessed. The expected fees do not include ***.

2.5.2	Harrisburg Facility: A quarterly minimum variable fee of ***% of the expected fees as per the volumes detailed in Exhibit C, and the rates shown above in this Section 2 will be assessed. The expected fees do not include ***.

2.6	A square footage surcharge as denoted below per square foot per month will apply when *** is required beyond the ***:

2.6.1	Ambient: $***per sq. ft.

2.6.2	Cage: $***per sq. ft.

2.6.3	Vault: $***per sq. ft.

2.6.4	Cooler: $***per sq. ft.

3.	Adhoc Labor Rates - Assessorial labor for physical inventory on request, visual inspection, quarantine, and special projects or additional work or special handling that is not within the scope of Services.

3.2

On each anniversary of the effective date, all ad hoc Labor Rates Fees shall be subject to an adjustment. The adjustment shall be equal to the greater of *** or the same percentage increase as reflected in the unadjusted published change for the *** month period in the most recent publication, at the time of rate calculation, of the Half-Year Consumer Price Index for All Urban Consumers, U.S. All Items, Not Seasonally Adjusted (using 1982-1984 base period) (“CPI-U”), as published by the United States Department of Labor, Bureau of Labor Statistics.Assessorial Charges.

4.	Assessorial Charges

4.1	Communication expenses to the extent paid by SCS on Client’s behalf: Telephone, facsimile: ***.

4.2	Packaging materials and operational supplies to the extent paid by SCS on Client’s behalf: ***.

4.3	Client add: $***per new customer

4.4	Product add: $***per new product over ***

4.5	Contract add: $***per new contract

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4.6	Travel and related expenses: ***

5.1	Information Technology Labor Rates: $***

6.1	SCS will submit documented invoices under a single account number for the Services provided under this Schedule to Client’s designated Accounts Payable location. SCS will reference Client PO number on each invoices. PO will be provided by client

6.2	SCS billing cycle is to be structured to allow transmission of invoices as follows:

6.2.5	SCS will invoice *** in advance on a ***basis.

6.2.6	SCS will invoice ***at the end of each ***.

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1.	General

1.1.	***

1.2.	Expected Volume Growth

1.2.1.	***% annual volume growth for Generic product.

1.2.2.	***% annual volume growth for Brand product.

1.3.	Volume split between the 2 facilities is assumed as follows:

1.4.	Cost is based on an average of one ***.

1.5.	Shift will operate Monday through Friday from 8:00 AM to 5:00 PM Local Warehouse Time.

1.6.	A schedule of activities will be agreed upon in advance of the major shipment cycles.

1.7.	SCS will determine staffing and schedules for the distribution facility.

1.1	A *** dedicated warehouse square footage operation will reside in the Memphis, TN facility. Space requirements exceeding this square footage shall be subject to additional Fees as listed in Exhibit B.

1.2	A ***dedicated warehouse square footage operation will reside in the Harrisburg, PA facility. Space requirements exceeding this square footage shall be subject to additional Fees as listed in Exhibit B.

1.3	Security will be provided 24 hours per day. All facilities are card access and maintain a closed circuit surveillance system.

1.4	Facilities will be ambient controlled at 15 - 25°C, cooler will be maintained at 2-8°C.

1.5	Cooler and Controlled product storage will be provided in the Memphis, TN location:

1.5.1	Cooler product storage – ***

1.5.2	DEA Vault for CII product storage – ***.

1.5.3	DEA Cage for CIII to CV product storage – ***.

1.6	Cooler will be provided in the Harrisburg, PA location:

1.6.1	Cooler product storage – ***.

1.7	SCS, in the spirit of joint cooperation. may from time-to-time, deploy the use of under-utilized assets, which assets have been in whole, or in part, allocated to this business model. SCS shall notify Customer of such request in advance, and shall compensate Customer for same, at rates to be mutually agreed upon.

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1.8	SCS will provide and maintain ownership of all material handling, warehouse, storage, and information systems equipment as required to conduct warehousing operations for Client.

1.9	SCS will provide all necessary I.T. equipment to support the project.

2.1	*** per ***weeks per year, excluding weekends.

2.2	The hours of operation are 8AM – 5PM local warehouse time.

3.1	Annual Inbound pallets by product type are as follows

3.2	The unit of measure for the inbound product is a pallet.

3.3	Palletized Product Inbound Shipments: ***% of receipts

3.3.4	***% single SKU single lot pallets

3.3.5	***

3.3.6	Pallets dimensions are assumed to be 48”x40”x52”.

3.4	100% of inbound product has a barcode.

3.5	Upon receipt, the SKU and carton quantity will be captured. All can be captured from barcodes on the outer carton.

3.6	Inbound inspection consists of a count and visual check for damage.

3.7	Damaged or not suitable product will be clearly marked and stored in a segregated area.

3.8	***% Expected volume growth over the life of the contract.

3.9	Serial number tracking is not required for inbound goods.

4.1	There is an average of *** cartons per pallet. Average of all in product

4.2	There is an average of *** units per pallet.

4.3	Peak to average ratio is assumed to be ***.

4.4	Average inventory turns per year are ***

4.5	Storage has been designed to include the following:

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4.6	Pallet storage quantities stated above include the packaging materials pallet storage requirements.

4.6.1	Includes freezer storage for gel packs – *** pallets in Memphis and *** pallets in Harrisburg.

4.7	Pallets cannot be double stacked on the floor.

4.8	Standard SCS cycle counting is included. Cycle counting will be performed based on Clients direction as outline in the work instructions.

4.9	Should Client require a physical inventory, this service will be performed at ad-hoc staffing rates.

4.10	Client will be responsible for managing the reorder points and direct replenishment of merchandise.

4.11	SCS will determine all storage and picking locations and configurations.

4.12	*** growth is anticipated.

5.1	The following details the Annual Outbound Volume:

5.2	Pick mode breakdown is assumed as follows:

5.2.2	Pallet pick orders constitute ***% of the unit volume.

5.2.3	Carton pick orders constitute ***% of the unit volume.

5.2.4	Unit pick orders constitute ***% of the unit volume.

5.3	Orders are planned to have the following pick profile by type:

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5.3.1	Ambient non controlled order lines have an average of *** units per line.

5.3.2	CII order lines have an average of *** units per line.

5.3.3	CIII-V order lines have an average of *** units per line.

5.3.4	Cooler lines have an average of *** units per line.

5.3.4.1	Each *** order consists of *** lines and *** units.

5.3.4.2	Each direct order consists of *** lines and *** units.

5.3.4.3	Each drop ship order consist of *** line and *** unit

5.4	The unit of measure for the outbound product is a unit (“each”).

5.5	Pricing assumes no seasonality and spikes in volume. If high seasonality is experience, it will have an impact on cost that will be billed back to the customer.

5.6	***% of product requires over-packing before shipment.

5.7	Outbound packaging consists of a corrugated carton, dunnage, a packing list, and a shipping label. Cold storage packaging includes shipping carton, inner cooler, frozen gel packs and shipping labels. Packing supplies are not included in the pricing.

6.1	Product is shipped UPS Parcel and LTL

6.2	Parcel shipments represent ***% of orders and ***% of unit volume.

6.3	LTL shipments represent ***% of orders and ***% of unit volume.

6.4	International Order processing is not included. ***% of orders are domestic shipments.

6.5	All ambient parcel orders received by 5 PM Local Warehouse Time (LWT) will be shipped the following day. All cooler parcel orders received by 6 PM LWT will be shipped the same day.

6.6	All LTL orders received by 5 PM LWT will be shipped the following day.

6.7	Any orders requiring expedited or alternate service levels will have full shipping/routing instruction included in the download instructions. Additional fees may apply to expedited orders.

7.1	The following details the returns volume and profile:

7.2	***% returns are received via parcel.

7.3	Client will provide all Return Merchandise Authorizations prior to receipt of goods in the warehouse.

7.4	Inspection of inbound returns does not require any additional training or special equipment to process.

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7.5	Returned product will be received into a “segregated area” and not used to fill orders. Client will periodically request this product to be shipped for destruction.

7.6	Any processing required after the return has been received, inspected, and put-away will be subject to ad-hoc labor rates.

8.1	SCS will provide the following customer service activities:

8.1.1	***

8.1.2	***

8.1.3	***

8.1.4	***

8.1.5	***

8.1.6	***

8.1.7	***

8.1.8	***

8.2	Customer Service hours of operation are Monday – Thursday 8:00 AM – 8:00 PM and Friday 8:00AM to 6:00PM Eastern Standard Time (EST). Additional hours due to holiday or other reasons must be communicated in advance to ensure coverage.

8.3	Daily order cut-off time will be ***. Orders received after ***will be processed during the next business day. *** for cold chain. Emergency orders processed after hours *** rate.

8.4	All procedures will be documented using SCS standard work instruction format and approved by Client.

8.5	There will be ***SKUs maintained in the OMS Product Master.

8.6	SCS will provide Client a file format for new products for the purpose of manually loading to the OMS Product Master.

8.7	SCS will not manage product substitution.

8.8	SCS and Client will ensure that there is only one ship-to account for each ship-to location.

8.9	SCS will load any additional ship-to/bill-to/parent records manually in the OMS Customer Master. Ad Hoc rates may apply.

8.10	SCS will operate based on the following order arrival criteria:

8.10.1	EDI – ***%

8.10.2	Phone/Fax/Email - ***%

8.11	Credit card processing is not included in the pricing.

8.12	SCS will perform licensure verification for all orders.

8.13	Annual volume information for CS Operation:

1.8.	Average inquiry duration is 3 minutes per inquiry.

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1.9.	SCS will ***.

1.10.	SCS is not responsible to answer any medical inquiries. Endo will provide a medical inquiry telephone number so that customer service may perform a trunk-to-trunk transfer. Process will be documented in the Endo specific work instructions.

1.11.	Patient Assistance Program is not in scope.

1.12.	Customer maintenance will be handled by SCS.

1.13.	Any new product launches/acquisitions must be communicated at least *** days before receipt of product can occur.

1.14.	SCS Customer Service team needs to have visibility to pricing to provide information to customers.

1.15.	The system will price the order based on pricing information provided by Endo.

1.16.	*** Paper invoices will be printed and mailed by Endo.

1.17.	There is ***

1.18.	*** is not in scope.

1.19.	Subscription or solicitation orders will be treated as future orders.

1.20.	*** will be documented in Endo specific work instructions.

1.21.	SCS is required to process shipments to PR.

1.22.	Rush orders will be processed based on Endo’s authorization.

1.23.	*** is not in scope.

1.24.	*** will be scheduled in advance by Endo and entered manually by customer service staff.

1.25.	SCS will manage backorders. All backorders are maintained in Endo’s SAP system. Backorders will be released based on direction from Endo.

1.26.	Returns will be managed by SCS using the Endo’s return policy which will include damaged return and restocking fee rules.

1.27.	All return credits will be keyed at current price. Returns will be received in the lowest unit of measure.

1.28.	Call tags will be issued by SCS for all returns due to shipping error.

11.	IT Assumptions

11.1	SCS will use a Warehouse Management System (WMS) to manage receiving, storage, picking, packing, shipping, and inventory. All order processing, will be perform in Client’s ***

11.2	The WMS may accommodate from *** up to *** warehouses for Clients. If more than *** locations are desired appropriate implementation costs will be incurred.

11.3	SCS will use the current Client ID.

11.4	New customer or SKU’s will be added according to the current Work Instructions.

11.5	Inventory rotation strategy is First Expire, First Out (FEFO) or as defined in client work instructions

11.6	Lot tracking is required.

11.7	The SCS WMS is the inventory system of record.

11.8	Client will provide a manual (fax, email or paper) Advanced Ship Notification (ASNs) for all orders shipped to the warehouse prior to receipt of goods and will include SKU level detail.

11.9	In the future, an electronic ASN is required for inbound receipt of e-Pedigree SKU’s.

11.10	Integration with Client’s host system is in place using the EDI AS2 Connection

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11.11	Client will provide *** day notice should Client or Client third party vendors make changes to any part of the host system or related supporting systems that impacts the SCS integration. Client will provide a detailed test script / plan and SCS may request additional testing. Additional costs will apply.

11.12	SCS is not responsible for service failures related to Client or Client's third party vendor system upgrades, changes or enhancements.

11.13	Data will be exchanged with Client’s via AS2 connection.

11.14	Nominal User Acceptance Testing is included to test integration for new warehouses.

11.15	Additional trading partner integration (if required) will be handled on a per request basis.

11.16	Electronic interfaces with Client’s trading partners / customers will utilize a Value Added Network (VAN).

11.17	Client is responsible for their VAN charges.

11.18	All orders will be received electronically from Client’s host system.

11.19

CII orders must have the DEA 222 form mailed to the SCS distribution center for manual order entry and processing or client can transmit CII orders electronically. Trading partner CII order processing / Controlled Substance Ordering System (CSOS) is included in this agreement. Additional trading partner set-up will be performed at no additional charge for CSOS. However SCS ad-hoc IT rates will apply for any new customer EDI 850 set up activity.

11.20	Standard order validation rules apply. Orders that do not pass validation criteria will go on hold until resolved.

11.21	Backorder handling will follow current Work Instruction.

11.22	Lot number allocation is determined by the WMS.

11.23	Order cancellations are handled manually.

11.24	Client will pass the SCS carrier code in each order. The WMS does not determine the carrier.

11.25	Client will determine fulfilling warehouse for customer orders or a default warehouse can be established in the ship to record in the customer master.

11.26	SCS will migrate client to a laser pick pack.

11.27	The WMS interfaces with UPS Worldship and auto-populates the ship-to customer name, address and SCS service level to the shipping station. Any non-UPS carrier tracking numbers (including Bill of Ladings for TL/LTL carriers) will be manually entered by operations. Client is responsible to install any non-SCS shipping stations.

11.28	A standard shipping label is included.

11.29	Standard reports are included. Reports are generated by SCS and placed on a secured website for Client retrieval.

11.30	SCS is filed as a Central Reporter with the DEA and will submit monthly or quarterly state and quarterly DEA ARCOS reporting of inventory transactions by warehouse to the appropriate agencies.

11.31	Standard return functionality is included.

11.32	IT hardware such as workstations, printers, scanners, etc. is included.

11.33	Any changes or customization to any SCS reports, documents (invoice, pack list, etc), labels, integration specifications and system will incur additional costs. Prior to any necessary customization, modification, or enhancement, Client will submit in writing both the business reason for the change and the functional design via SCS IT Change Control process.

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12.	SCS IT Change Control

12.1

Any modification to SCS systems or interfaces will be managed through a SCS Change Request. Client must submit change requests to SCS according to SCS’ applicable IT change control procedure. Each change request should contain the business need and the desired date of implementation. SCS response may include: alternatives to the requested change; an estimate for completion and costs; additional requests for more detail; or a decision to not provide the change. SCS and Client will make reasonable efforts to resolve any issues with the request. Should SCS agree to implement the change request additional charges could apply. The exact completion date and time will be negotiated between the Parties. Any charges for SCS IT system changes will be billed in accordance with the Information Technology Labor rate listed in Exhibit B Fees.

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•	UPS Ocean Freight Services, Inc.

•	UPS Asia Group Pte. Ltd.

•	UPS Europe SPRL

•	UPS Supply Chain Solutions, Inc.

•	UPS Cartage Services, Inc.

(i)	Subject to the ***, for loss or damage occurring during periods of ocean carriage, as defined as the time from when ***, Logistic Provider's liability shall be *** per affected package, or in case of goods/cargoes not shipped in packages, per affected customary freight unit.

(ii)	Subject to the ***, for loss or damage occurring during any other portion of carriage, to specifically include surface carriage, Logistic Provider's liability shall be the lesser of *** per affected package or *** per pound of affected goods/cargoes. In the event the limitation amounts prescribed are held to be invalid for any reason, Logistics Provider shall nevertheless

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(iii)	Subject to the ***, Customer may avoid the *** by *** with Logistics Provider in writing on a per-shipment basis, prior to shipment, and *** as applicable. *** if applicable, shall be memorialized on the waybill carriage receipt.

(iv)	*** Notwithstanding any other term between Logistics Provider and Customer, Logistic Provider's liability for carriage, however arising, shall *** of Customer's cargo. Any value declared by Customer for carriage for any shipment hereunder which value *** Logistics Provider's liability for carriage shall therefore be the ***

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