Exhibit 10.1
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 hereby amended by deleting the words “$20
million” and replacing such words with “$18
million.”
SECTION II
MISCELLANEOUS
1. No Other Amendments;
Effectiveness . Except as set forth in this Amendment, the
Agreement is ratified and confirmed in all respects. This Amendment
shall be effective as of the date hereof.
2. Governing
