EXHIBIT 2.1
AMENDMENT NO. 2
TO THE
AGREEMENT AND PLAN OF
MERGER
Amendment No. 2, dated as of
February 4, 2009 (this “ Amendment ”), to
the Agreement and Plan of Merger, dated as of January 5, 2009,
by and among Endo Pharmaceuticals Holdings Inc., a Delaware
corporation, BTB Purchaser Inc., a Delaware corporation and a
direct, wholly-owned Subsidiary of Parent, and Indevus
Pharmaceuticals, Inc., a Delaware corporation, as previously
amended on January 7, 2009 (the “ Agreement
”).
W I T N E S S E T H:
WHEREAS, in accordance with
Section 8.3 of the Agreement, Parent, Merger Sub and the
Company wish to amend the terms of the Agreement as provided in
Section I below;
WHEREAS, unless otherwise defined
herein, capitalized terms used but not defined herein shall have
the meanings assigned to them in the Agreement;
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
SECTION I
AMENDMENT
Section 8.2(c)(i) of the
Agreement is he
