AMENDED AND RESTATED EMPLOYEE STOCKHOLDERS AGREEMENT ENDO PHARMACEUTICALS HOLDINGS INC. Dated as of June 5, 2003

3

          (b) In the event that Endo LLC does not exercise such right to purchase the shares of Common Stock from an Employee Stockholder by giving notice within the 30-day period referred to in Section 2.2 hereof, ▇▇▇▇▇, or a party designated by ▇▇▇▇▇, shall have the right to purchase, at its option, the shares of Common Stock referred to in Section 2.1(a) hereof from such Employee Stockholder, by giving notice not later than the end of the succeeding 10-day period.

          2.2 Notice. If Endo LLC desires to purchase shares of Common Stock from an Employee Stockholder pursuant to Section 2.1 hereof, it shall notify such Employee Stockholder not more than 30 days after the occurrence of the event giving rise to Endo LLC’s right to acquire such Employee Stockholder’s shares of Common Stock (or in the case of the Employee Stockholder’s death, it shall notify such Employee Stockholder’s estate within 30 days of notice to Endo LLC of the Employee Stockholder’s death). If Endo LLC does not deliver such notice within such 30-day period and ▇▇▇▇▇ (or its designee) desires to purchase such shares, then ▇▇▇▇▇ (or its designee) shall notify such Employee Stockholder not later than the end of the succeeding 10-day period.

          2.3 Payment.

          (a) Subject to Article IV and Section 2.4 hereof, payment for shares of Common Stock purchased pursuant to Section 2.1(a) and (b) hereof shall be made on the date that is (i) in any case in which the price to be paid for such shares may only be the Carrying Value thereof, the 30^th business day following the date on which notice is given pursuant to Section 2.2 hereof, or (ii) in all other cases, the 15^th business day following the date of the determination of Fair Market Value pursuant to Section 3.1(a) hereof.

4

          (b) If the termination of employment of such Employee Stockholder is as a result of his or her resignation without Good Reason, and:

          (c) Any payments based on Fair Market Value required to be made by Endo LLC under this Section 2.3 shall accrue interest at 6% simple interest per annum on the amounts not paid from the date of termination of employment (or the date of deemed termination) to the date Endo LLC makes such payments.

          2.4 Postponement, etc.

          (a) No party shall be required to consummate any purchase and sale under this Article II until such time as such transaction would not violate applicable law, other than violations which would not have a direct or indirect material adverse effect on such party.

          (b) Notwithstanding anything to the contrary in this Article II, in no event shall any sale of Common Stock that was received by an Employee Stockholder upon the exercise of an employee stock option occur prior to the six-month anniversary of such exercise.

5

ARTICLE III

PURCHASE PRICE

          3.1 Fair Market Value.

          (a) Fair Market Value. For the purposes of this Agreement, the “Fair Market Value” of any share of Common Stock being purchased by or sold to Endo LLC or ▇▇▇▇▇ (or its designees) pursuant to this Agreement shall be the average for the ten consecutive trading days prior to such transaction of the last sales price for a share of Common Stock on the principal securities exchange on which the Common Stock is then listed or, if the Common Stock is not so listed, on the National Association of Securities Dealers Automated Quotation System or, if not so quoted, on the principal market on which the Common Stock is then traded.

          (b) Notice to Employee Stockholders. After notice has been given pursuant to Section 2.2 or 5.5 hereof, Endo LLC shall promptly deliver a letter setting forth the Fair Market Value to ▇▇▇▇▇ and to each Employee Stockholder whose Common Stock is to be purchased pursuant to Section 2.1 or 5.5 hereof.

          3.2 Carrying Value. For the purposes of Sections 2.1 and 5.5 hereof, “Carrying Value” of any share of Common Stock being purchased by Endo LLC shall be equal to the price paid by the selling Employee Stockholder for any such share.

          3.3 Certain Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below, except with respect to such Employee Stockholders as determined, from time to time, by resolution of the LLC Board, with employment agreements with the Company which define such terms differently, in which case such terms shall have the meanings ascribed to them in such employment agreements of such Employee Stockholders as determined, from time to time, by resolution of the LLC Board:

          (a) Cause. The term “Cause” used in connection with a termination of employment of an Employee Stockholder shall mean a termination of such Employee Stockholder’s employment by the Company or any of its subsidiaries due to (i) the continued failure, after written notice, by such Employee Stockholder substantially to perform his or her duties with the Company or any of its subsidiaries (other than any such

6

failure resulting from incapacity due to reasonably documented physical illness or injury or mental illness), (ii) the engagement by such Employee Stockholder in serious misconduct that causes, or in the good faith judgment of the Board may cause, harm (financial or otherwise) to the Company or any of its subsidiaries including, without limitation, (A) the disclosure of material secret or confidential information of the Company or any of its subsidiaries, (B) the potential debarment of the Company or any of its subsidiaries by the U.S. Food and Drug Administration or any successor agency (the “FDA”), or (C) the possibility that the registration of the Company or any of its subsidiaries with the U.S. Drug Enforcement Administration or any successor agency (the “DEA”) could be revoked or an application with the DEA could be denied, (iii) the potential debarment of such Employee Stockholder by the FDA, or (iv) the material breach by the Employee Stockholder of this Agreement or any other agreement between such Employee Stockholder, on the one hand, and the Company or ▇▇▇▇▇, on the other hand.

          (b) Good Reason. A termination of an Employee Stockholder’s employment with the Company or any of its subsidiaries shall be for “Good Reason” if such Employee Stockholder voluntarily terminates his or her employment with the Company or any of its subsidiaries as a result of any of the following:

7

          (c) Disability. The termination of the employment of any Employee Stockholder by the Company or any of its subsidiaries shall be deemed to be by reason of a “Disability” if, as a result of such Employee Stockholder’s incapacity due to reasonably documented physical illness or injury or mental illness, such Employee Stockholder shall have been unable for more than six months within any 12-month period to perform his or her duties with the Company or any of its subsidiaries on a full time basis and within 30 days after written notice of termination has been given to such Employee Stockholder, such Employee Stockholder shall not have returned to the full time performance of his or her duties. The date of termination in the case of a termination for “Disability” shall be the last day of the aforementioned 30-day period.

ARTICLE IV

PROHIBITION ON PURCHASES

          4.1 Prohibited Purchases. Notwithstanding anything to the contrary herein, Endo LLC shall not be permitted to purchase any shares of Common Stock from an Employee Stockholder (or make any payment for any purchased shares of Common Stock) pursuant to Section 2.1 hereof to the extent (i) Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) is prohibited from purchasing such shares (or incurring debt to finance the purchase of such shares or making payment for such purchased shares) by any debt instruments or other agreements (the “Agreements”) entered into by Endo LLC, the Company or any of their respective subsidiaries, or by applicable law, (ii) an event of default under any Agreement has occurred and is continuing or a condition exists which would, with notice or lapse of time or both, result in an event of default under any Agreement or (iii) the purchase of such shares by Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase)(including the incurrence of any debt which in the judgment of the LLC Board is necessary to finance such purchase or the payment for such purchased shares) (A) could, in the judgment of the LLC Board, result in the occurrence of an event of default under any Agreement or create a condition which would or might, with notice or lapse of time or both, result in an event of default under any Agreement, (B) would, in the judgment of the LLC Board, be imprudent in view of the financial condition (present or projected) of Endo LLC and its subsidiaries, if any, taken as a whole, or the Company and its subsidiaries, taken as a whole, or the anticipated impact of the purchase of (or payment for) such shares on Endo LLC’s, the Company’s (if the Company were to be the sole source of the funds necessary to make

8

any such payment or purchase) or any of their respective subsidiaries’ ability to meet their respective obligations, including under any Agreement or (C) could, in the judgment of the LLC Board, constitute a fraudulent conveyance or transfer or render Endo LLC or the Company (if the Company were to be the sole source of the funds necessary to make any such payment or purchase) insolvent under applicable law or violate limitations in the Delaware General Corporation Law on repurchases of stock. If shares of Common Stock which Endo LLC has the right to purchase (or make payment for) on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence, Endo LLC shall purchase (or pay for) on such date only up to that number of shares of Common Stock in the manner that the LLC Board determines in its sole discretion.

          Subject to Section 2.3(c) hereof, notwithstanding anything to the contrary contained in this Agreement, if Endo LLC is unable to purchase any Employee Stockholder’s shares pursuant to Section 2.1 of this Agreement by reason of this Article IV (or make any payment for any purchased shares), Endo LLC may nonetheless in the case of Section 2.1 hereof exercise its option to purchase such shares and shall purchase (or make payment for) such shares at the earliest practicable date permitted under this Article IV and any payment therefor shall accrue simple interest (or if such payment is accruing interest at such time, shall continue to accrue interest) at 6% per annum from the date such payment would have been made but for this Article IV to the date such payment is actually made. All payments of interest accrued hereunder shall be paid only at the date of payment by Endo LLC for the shares of Common Stock being purchased. Any shares as to which Endo LLC has exercised its right to purchase pursuant to Section 2.1 hereof may not otherwise be sold by the Employee Stockholder notwithstanding non-payment therefor pursuant to this Article IV.

ARTICLE V

SALES TO THIRD PARTIES

          5.1 General. Prior to the end of the Restricted Period (as defined below), no Employee Stockholder shall sell any of his or her shares of Common Stock to a third party. Except as otherwise permitted under Section 5.6 hereof, after the termination of the Restricted Period, Employee Stockholders may sell their shares of Common Stock they then own to a third party only in compliance with the provisions of Sections 5.2 and 5.3 hereof. The foregoing provisions of this Section 5.1 do not apply to any sale or other transaction described in clause (i) or (ii) of Section 1.1 hereof or to any sale pursuant to a

9

registration under the Act. The period of time from the date of this Agreement until December 1, 2002 shall hereinafter be referred to as the “Restricted Period.”

          5.2 Right of First Refusal.

          (a) Subject to Section 5.1 hereof, if an Employee Stockholder shall have received a bona fide offer or offers from a third party or parties to purchase for cash any shares of Common Stock whether now or hereafter owned by such Employee Stockholder, then prior to selling such shares of Common Stock to such third party or parties, the Employee Stockholder shall deliver to Endo LLC a letter signed by such Employee Stockholder setting forth:

Endo LLC shall, within 10 days following receipt of such letter, have the right to elect to purchase such shares of Common Stock or the obligation to assign its right to purchase such shares to ▇▇▇▇▇, in the event ▇▇▇▇▇ elects to exercise its right to require Endo LLC to assign its right to ▇▇▇▇▇ prior to 5 days after the expiration of such 10-day period pursuant to Section 5.4 hereof. If Endo LLC shall be required to assign such right to purchase such shares of Common Stock to ▇▇▇▇▇, pursuant to Section 5.4 hereof, it shall deliver written notice of such assignment, on the first day following the end of such 10-day period, to

10

▇▇▇▇▇. Within 15 days after receipt of such notice from Endo LLC, ▇▇▇▇▇ shall have the right to exercise its right of first refusal.

          (b) If, upon the expiration of 30 days following receipt by Endo LLC of the letter described in Section 5.2(a) hereof, neither Endo LLC nor ▇▇▇▇▇ shall have accepted the Offer in full, the Employee Stockholder may sell only to such third party or parties all (but not less than all) of the shares of Common Stock covered by the Offer, for the purchase price and on the other terms and conditions contained in the Offer. If Endo LLC or its assignee or assignees shall accept such Offer, the closing of the purchase and sale pursuant to such acceptance shall take place as set forth in the letter of such Employee Stockholder to Endo LLC pursuant to subparagraph (v) of Section 5.2(a) hereof.

          5.3 Agreements to Be Bound. Notwithstanding anything contained in this Article 5, any sale to a third party or any Involuntary Transfer (as defined in Section 5.5 hereof) to an Involuntary Transferee (as defined in Section 5.5 hereof) shall be permitted under the terms of this Agreement only if such third party or Involuntary Transferee, as the case may be, shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in form and substance to Endo LLC.

          5.4 Assignment. ▇▇▇▇▇ shall have the right to require Endo LLC to assign to ▇▇▇▇▇ (or any affiliates or designees of ▇▇▇▇▇) Endo LLC’s right of first refusal with respect to an Offer in accordance with Section 5.2(a) hereof.

          5.5 Involuntary Transfers. In the case of any transfer of title or beneficial ownership of shares of Common Stock upon default, foreclosure, forfeit, divorce, court order, or otherwise than by a voluntary decision on the part of an Employee Stockholder (an “Involuntary Transfer”), Endo LLC shall have the right to purchase such shares pursuant to this Section 5.5. Upon the Involuntary Transfer of any shares of Common Stock, such Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the “Notice”) to Endo LLC indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the “Involuntary Transferee”) and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the Notice, and for 30 days thereafter, Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all, but not less than all, of the shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value

11

of such shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer.

          Notwithstanding the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the Fair Market Value of such shares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such amount.

          Endo LLC’s right to purchase pursuant to this Section 5.5 shall be assignable in accordance with Section 5.4 as if such right to purchase were a “right of first refusal”.

          5.6 Tag-Along, Piggyback and Drag-Along Rights.

          (a) Tag-Along Rights. Endo LLC shall not, in any one transaction or any series of similar transactions not effected through a broker or over a national securities exchange, Transfer more than 25% of the shares of Common Stock it owns as of the date of the Merger, except pursuant to Section 5.6(c) hereof, or except in connection with a registered public offering of the Company’s securities or any other capital markets transaction, to any third party or parties unaffiliated with Endo LLC (a “Third Party”), unless the Employee Stockholders (collectively, the “Offerees”), are offered the right, at the option of each Offeree, to include in such Transfer to the Third Party such number of shares of Common Stock then owned by each such Offeree, as determined in accordance with this Section 5.6(a). If Endo LLC receives from a Third Party a bona fide offer or offers to Transfer which it intends to accept, or proposes to Transfer to a Third Party, shares of its Common Stock, Endo LLC shall provide written notice (the “Tag-Along Notice”) to each of the Offerees, setting forth the consideration per share to be paid by such Third Party and the other material terms and conditions of such transaction. The Tag-Along Notice shall offer the Offerees the opportunity to participate in the proposed Transfer of shares to the Third Party according to the terms and conditions of this Section 5.6(a) and for the same type of consideration and for an amount of consideration per share not less than that offered to Endo LLC by the Third Party. At any time within 20 days after its receipt of the Tag-Along Notice, each of the Offerees may irrevocably accept the offer included in the Tag-Along Notice for up to such number of shares of Common Stock as is determined in accordance with the provisions of this Section 5.6(a) by furnishing

12

          All Employee Stockholders shall be bound by the requirements of such legends to the extent that such legends are applicable. Upon a registration under the Act of any shares of Common Stock, the certificate representing such shares shall be replaced, at the expense of the Company, with certificates not bearing the legend required by this Section 7.1.

          7.2 Option Plans. Pursuant to the Option Plans, the Company has required that participants thereunder must become parties to this Agreement upon exercise of the options and that they will be “Employee Stockholders” hereunder with respect to such shares. In addition, Endo LLC, notwithstanding any requirement set forth in Section 7.5 hereof, can determine that any options granted pursuant to the Option Plans and outstanding and vested as of the option holder’s termination of employment with the Company and its subsidiaries shall be deemed to be Common Stock for purposes of Section 2

20

hereof; provided, however, that appropriate adjustments shall be made to reflect the existence of an exercise price for such options.

          7.3 New Employee Stockholders. Each of the Employee Stockholders hereby agrees that the Company may require that any employee of the Company or any of its subsidiaries who after the date of this Agreement is offered shares of Common Stock shall, as a condition precedent to the acquisition of such shares of Common Stock, become a party to this Agreement by executing the same and delivering it to the Company at its address specified in Section 7.12 hereof. Upon such execution and delivery, such employee shall be an “Employee Stockholder” for all purposes of this Agreement.

          7.4 No Other Arrangements or Agreements. Each Employee Stockholder hereby represents, warrants and covenants to Endo LLC and to each other Employee Stockholder that, except for, if applicable, the exchange agreement entered into on December 1, 1997, by and between the Company and each Employee Stockholder (collectively, the “Exchange Agreements”), he or she has not entered into or agreed to be bound by, and will not enter into or agree to be bound by, any other arrangements or agreements of any kind with any other party with respect to the shares of Common Stock, including, but not limited to, arrangements or agreements with respect to the acquisition, disposition or voting of shares of Common Stock (whether or not such agreements and arrangements are with the Company, other Employee Stockholders or holders of Common Stock that are not parties to this Agreement).

          7.5 Amendment and Modification. This Agreement may be amended, modified or supplemented only with the written consent of (i) ▇▇▇▇▇ and (ii) Employee Stockholders owning a majority of the outstanding Common Stock then owned by all Employee Stockholders. Promptly after any amendment, modification or supplement shall take effect, Endo LLC shall notify all Employee Stockholders of such amendment, modifications or supplement; provided that Endo LLC may, at any time and from time to time, in its sole discretion, release all or a portion of any Employee Stockholder’s shares of Common Stock from this Agreement, and upon such release, such Employee Stockholder will no longer be entitled to the benefits under this Agreement with respect to such shares of Common Stock.

          7.6 Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that none of Endo LLC, the Company and any Employee Stockholder shall assign any of its rights or obligations pursuant to this

21

Agreement without the prior written consent of ▇▇▇▇▇. Endo LLC, with the prior written consent of ▇▇▇▇▇, shall have the right, but not the obligation, to assign any of its rights, and delegate any of its obligations, to purchase any shares of Common Stock of any Employee Stockholder pursuant to Section 2 hereof to any affiliate of Endo LLC, any one or more persons or entities who are or become parties to this Agreement or any employee stock ownership plan that the Company may have (or any combination of the foregoing). In the case of Permitted Transferees, third parties and Involuntary Transferees, such Permitted Transferees, third parties or Involuntary Transferees, as the case may be, shall be deemed the Employee Stockholder hereunder for purposes of obtaining the benefits or enforcing the rights of such Employee Stockholder hereunder; provided, however, that no Permitted Transferee, third party or Involuntary Transferee, as the case may be, shall derive any rights under this Agreement unless and until such Permitted Transferee, third party or Involuntary Transferee, as the case may be, has delivered to Endo LLC a valid undertaking to become, and becomes, bound by the terms of this Agreement to which the transferring Employee Stockholder is subject.

          7.7 Recapitalizations, Exchanges, etc. Affecting the Common Stock. Except as otherwise provided herein, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock and (ii) any and all shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, exchange, sale of assets or otherwise), which may be issued in respect of, in exchange for, or in substitution for the shares of Common Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise. References to the “Company” set forth herein shall be deemed to refer to any such successor or assign and such entity shall execute an appropriate instrument of assumption agreeing to be bound by the terms hereof. Except as otherwise provided herein, this Agreement is not intended to confer upon any person, except for the parties hereto, any rights or remedies hereunder.

          7.8 Transfer of Common Stock. If at any time Endo LLC purchases any shares of Common Stock pursuant to this Agreement, Endo LLC may pay the purchase price determined under this Agreement for the shares of Common Stock it purchases by wire transfer of funds or Endo LLC check in the amount of the purchase price, and upon receipt of payment of such purchase price or, pursuant to Section 2.3 or Article IV hereof, any portion thereof, the selling Employee Stockholder shall deliver to Endo LLC the certificates representing the number of shares of Common Stock being purchased in a form suitable for transfer, duly endorsed in blank, and free and clear of any lien, claim or encumbrance. In the event that any Employee Stockholder refuses or otherwise fails to deliver,

22

in accordance with the preceding sentence, certificates representing the number of shares of Common Stock being purchased, the shares of Common Stock purchased from such Employee Stockholder shall (notwithstanding such refusal or failure) be deemed, upon receipt by such Employee Stockholder of the purchase price therefor, to not be outstanding for any purposes. Notwithstanding anything in this Agreement to the contrary, Endo LLC shall not be required to make any payment for shares of Common Stock purchased hereunder until delivery to it of the certificates representing such shares. If Endo LLC is purchasing less than all the shares of Common Stock represented by a single certificate, Endo LLC, after making such purchase, shall deliver to the selling Employee Stockholder a certificate for any unpurchased shares of Common Stock.

          7.9 Further Assurances. Each party hereto or person or entity subject hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or person or entity subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

          7.10 Governing Law. This Agreement and the rights and obligations of the parties hereunder and the persons subject hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of Delaware, without giving effect to the choice of law principles thereof.

          7.11 Invalidity of Provision. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

          7.12 Notices. All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed duly given if delivered personally, telecopied (which is confirmed) or sent by registered or certified mail (postage prepaid, return receipt requested) or by FedEx or other similar courier service to the parties at the following addresses (or at such other address as the person or entity to whom notice is given may have previously furnished to the others in writing as set forth in this Section 7.12 (provided that any change of address shall be effective only upon receipt thereof)):

23

          7.13 Headings; Execution in Counterparts. The headings and captions contained herein are for convenience and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.

24

          7.14 Entire Agreement; Effect on Certain Other Agreements. This Agreement and the Exchange Agreements embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to the shares of Common Stock, other than those expressly set forth or referred to herein or in the Exchange Agreements. This Agreement and the Exchange Agreements supersede all prior agreements and understandings among the parties with respect to such subject matter.

          7.15 Injunctive Relief. The Company, Endo LLC and the Employee Stockholders hereby acknowledge that they each shall be irreparably damaged in the event this Agreement is not specifically enforced. Each of the parties therefore agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the Company, Endo LLC or the Employee Stockholders may have. Each Employee Stockholder hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York and Delaware for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof. Each Employee Stockholder hereby consents to service of process by mail made in accordance with Section 7.12 hereof.

          7.16 Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover such reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled, as may be ordered in connection with such proceeding.

25

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

          The undersigned, by its signature below hereby becomes a party to the Amended and Restated Employee Stockholders Agreement, dated as of June 5, 2003, by and among Endo Pharmaceuticals Holdings Inc. and certain of its stockholders (the “Employee Stockholders Agreement”) pursuant to Section 7.3 thereof and agrees to be bound by the terms of the Employee Stockholders Agreement and, for all purposes thereof, to be an “Employee Stockholder”.

          IN WITNESS WHEREOF, the undersigned has executed this instrument as of the       day of      , 20    .