CLAUSE DESCRIPTION PAGE- —— ———– —- 1. Definitions…………………………………………….. 12. Grants of Rights………………………………………… 43. Responsibilities of Vernalis……………………………… 54. Responsibilities of Endo…………………………………. 105. Training, Marketing Materials and Non-Hiring of Employees……. 116. Certain Regulatory Matters……………………………….. 127. Joint Co-Promotion Team………………………………….. 148. Recordkeeping and Audits…………………………………. 179. Term and Termination…………………………………….. 1810. Confidentiality…………………………………………. 2011. Indemnification and Insurance; Limitation of Liability………. 2012. Representations and Warranties……………………………. 2113. Notices………………………………………………… 2114. Entire Agreement………………………………………… 2115. Miscellaneous Provisions…………………………………. 22

ExhibitsA Example of Vernalis Detail ReportB Sample Schedule of Phase One TrainingC Allocation of call planD Specialty Sales Representative Hiring Profile CO-PROMOTION AGREEMENT This CO-PROMOTION AGREEMENT (this “Agreement”) is entered into andeffective as of this 1st day of July, 2005 (the “Effective Date”), by andbetween ENDO PHARMACEUTICALS INC., a Delaware corporation whose principal placeof business is at 100 Endo Boulevard, Chadds Ford, PA 19317, USA (together withits Affiliates, “Endo”), and VERNALIS DEVELOPMENT LTD., a company organizedunder the laws of England and Wales whose principal place of business is atOakdene Court, 613 Reading Road, Winnersh, Wokingham, RG41 5UA, England(“Vernalis”). RECITALS WHEREAS, Vernalis granted to Endo a sole and exclusive license toCommercialise its product known as frovatriptan in the Territory by way of aLicense Agreement dated July 14, 2004 (the “License”) as and to the extent moreparticularly set forth in the License; WHEREAS, Endo is engaged in the business of and has expertise in, amongother things, the promotion to physicians of pharmaceutical products; WHEREAS, the License provides Vernalis certain rights to Commercialise (andin particular to co-promote) the Product in the USA in accordance with the termsset forth in the License and such additional terms as may be agreed between theparties; WHEREAS, Vernalis has exercised its option to co-promote Product in theUSA, and Endo and Vernalis desire to work together to promote the Product in theUSA upon the terms and conditions set forth herein; WHEREAS, the parties wish to set forth in this Agreement the detailed termsand conditions to govern such co-promotion and to amend, restate and supercedeArticle 9 and Schedule 10 of the License and make the other specific amendmentsto the License explicitly stated in Section 11, but otherwise leave the License(and that certain Safety Agreement, Loan Agreement and Security Agreementbetween the Parties in connection with the License) unaffected. NOW, THEREFORE, in consideration of the mutual covenants and agreements setforth in this Agreement, and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties heretoagree as follows:1. Definitions. Capitalized terms used herein shall have the meanings specifiedin this Section 1 (such definitions to be equally applicable to both thesingular and plural forms of the terms defined). Other capitalized terms used inthis Agreement, unless otherwise set forth in this Section 1, shall have themeanings set forth in the License. “Act” shall mean the United States Federal Food, Drug and Cosmetic Act, asit may be amended from time to time. “Agreement” means this Agreement, together with all appendices, exhibitsand schedules referenced herein or attached hereto, and as the same may beamended or supplemented from time to time hereafter pursuant to the provisionshereof. “Annual Co-Promotion Plan” shall mean a written sales plan relating to thesales and promotion of the Product in the USA by Endo sales representatives andVernalis Specialty Sales Personnel as annually prepared by the JointCo-Promotion Team. “Audited Party” shall have the meaning set forth in Section 8.2(a). “Auditing Party” shall have the meaning set forth in Section 8.2(a). “Endo Copyright” means copyright or any other intellectual propertyanalogous to copyright including any rights in designs subsisting or relating toany Documents, designs or other embodiments of the trade dress for the Product,any form of advertisement in whatever media, Marketing Materials, sales trainingmaterials, samples or other promotional gifts or any other materials in whichsuch rights are capable of subsisting as a matter of law in all cases which aregenerated by or upon behalf of Endo or its Affiliates during the period of thisAgreement in connection with the advertising, promotion, marketing or sale orother Commercialization of Product. “Endo Trademarks” means (i) the name and mark ENDO and the associated Endologo, and (ii) any other trademarks other than the Vernalis Trademarks used,owned by or licensed to Endo in relation to the Product (including withoutlimitation the MAM Product (if and when it receives Marketing Authorization)).This definition shall not be read to modify in any way Section 13.1 of theLicense. “FDA” means the United States Food and Drug Administration or any successorentity thereto. “Governmental or Regulatory Authority” shall mean any U.S. court, tribunal,arbitrator, agency, commission, official or other instrumentality of anyfederal, state, county, city or other political subdivision thereof. “Initial Term” shall have the meaning set forth in Section 9.1. “Joint Co-Promotion Team” shall have the meaning set forth in Section 7. “License” means the License Agreement dated as of July 14, 2004 betweenEndo and Vernalis. “Marketing Materials” shall have the meaning set forth in Section 5.3. “Non-Serious Adverse Event” shall mean any adverse drug experienceassociated with the use of the Product in humans, whether or not considereddrug-related, which is not a Serious Adverse Event. 2 “PDMA” shall mean the Prescription Drug Marketing Act, as amended, and theimplementing rules and regulations thereunder. “Person” shall mean an individual, corporation, partnership, limitedliability company, trust, business trust, association, joint stock company,joint venture, pool, syndicate, sole proprietorship, unincorporatedorganization, governmental authority, or any other form of entity notspecifically listed herein. “Phase One Training” shall mean a Product training program (includingcompliance training) designed by Endo and provided to sales representatives, asample of which is set forth in Exhibit B hereto. Phase One Training may includesales force automation training if so requested by Vernalis and if Vernalis usesthe same sales force automation system as Endo. “Product” shall have the meaning set forth in the License. “Product Details” shall mean face-to-face contacts by a salesrepresentative with a Target Healthcare Professional for the purpose ofdiscussing information about the Product. “Product Technical Complaint” or “PTC” shall mean any complaint thatquestions the purity, identity, potency or quality of the Product, its packagingor labeling or the compliance of any batch of the Product with applicable laws,including the Act, and current Good Manufacturing Practice; any complaint thatconcerns any incident that causes the Product or its labeling to be mistakenfor, or applied to, another article; any bacteriological contamination orsignificant chemical, physical or other change or deterioration in the Product;any failure of one or more batches of the Product to meet the specificationstherefor in the NDA; or any complaint or evidence of tampering with the Product. “Product Trademarks” shall mean the Vernalis Trade Marks, including withoutlimitation the trademark Frova(R) associated with the Product, any other relatedtrademark or service mark containing the word “Frova” and any other trademark orservice mark (whether registered or unregistered) currently used on or with theProduct or in any Marketing Material in the U.S. and its territories. “Safety Agreement” shall mean the Safety Data Exchange Agreement version 12August 2004 entered into between Endo Pharmaceuticals Inc. and VernalisDevelopment Ltd. “Specialty Sales Personnel” shall have the meaning set forth in the Licensefor Vernalis Specialty Sales Force “Target Healthcare Professionals” shall mean medical professionals withprescribing or dispensing authority and who practice in the medical specialtiesset forth on Exhibit C, as may be amended by agreement of the Parties from timeto time. “Term” shall have the meaning set forth in Section 9.1. 3 “USA” shall mean the United States of America and its territories. “Vernalis Detail Report” shall have the meaning set forth in Section 3.2. “Vernalis Detailing Services” shall have the meaning set forth in Section3.1(a).2. Grants of Rights. 2.1 Co-Promotion Rights. a. Endo hereby grants to Vernalis, together with Endo, and to theextent, if any, that Vernalis does not already have the right to do so under theLicense given the rights it has retained thereunder, the right to promote theProduct in the USA during the Term subject to the terms and conditions set forthin this Agreement. b. The promotion rights granted to Vernalis herein shall not preventVernalis from promoting other products in the USA. The Parties agree that duringthe time in which Vernalis is co-promoting the Product in the USA, the SpecialtySales Personnel shall have the right to detail other products in addition to theProduct provided that such other products are not (x) for the treatment ofmigraine or post herpetic neuralgia or (y) in direct competition in the USA withproducts in other therapeutic areas that are being Commercialised by Endo or arein Phase III Clinical Trial or have completed clinical proof of principle byEndo. 2.2 Rights to Trademarks and Copyrights. a. Licenses. (i) Endo hereby grants to Vernalis a non-exclusive, royalty-freelicense to use the Endo Trademarks and Endo Copyright solely in connection withperforming its obligations and exercising its rights to co-promote the Productpursuant to the terms and conditions of this Agreement. b. Required Use and Compliance. (i) Except for the use of the Endo Trademarks and Endo Copyrightin labeling, package inserts, Product monographs, packaging for Products, andMarketing Materials, each party shall promote the Product only under the ProductTrademarks. To avoid any doubt, the Vernalis Specialty Sales Personnel arepermitted to use business cards indicating their association with Vernalis andbearing any trademark or tradename of Vernalis and are permitted in theirProduct promotion to refer to their association with Vernalis. (ii) To the extent Vernalis makes any use of the Endo Trademarksin writing other than in a writing provided by Endo, Vernalis shall ensure thateach use of the Endo Trademarks in writing is accompanied by an acknowledgementthat the Endo Trademarks are owned by Endo. Vernalis shall not (A) use the EndoTrademarks in a way that might materially prejudice their distinctiveness orvalidity or 4the goodwill of Endo therein, or (B) use in its Product-related activities anytrademarks or tradenames so resembling any of the Endo Trademarks as to belikely to cause confusion or deception. c. Notice of Infringement– Endo Trademarks. (i) Vernalis shall give Endo prompt notice of any infringement orthreatened infringement of which it becomes aware of any of the Endo Trademarksused in connection with the Product in the USA. (ii) Endo shall determine in its sole discretion what action, ifany, to take in response to the infringement or threatened infringement of anyEndo Trademark. The costs of any such action in response to the infringement orthreatened infringement in the USA shall be borne solely by Endo. Endo shallkeep Vernalis informed of such action and shall use reasonable efforts to adviseVernalis to the extent such action impacts or affects the Vernalis SpecialtySales Personnel’s Product promotion in the USA. d. Notice of Infringement — Product Trademarks. The parties rightsand obligations as regards infringement of the Product Trademarks are as setforth in Clauses 13.7 – 13.11 of the License.3. Responsibilities of Vernalis. 3.1 Promotion by Vernalis. a. Commencing after January 1, 2006 and by January 31, 2006, andcontinuing throughout the Term, Vernalis shall promote the Product to TargetHealthcare Professionals in the USA in accordance with the then-current AnnualCo-Promotion Plan (collectively, the “Vernalis Detailing Services”). Thetargeting and frequency of Product Details to be provided by Vernalis will bedetermined by the Joint Co-Promotion Team. b. By January 31, 2006, Vernalis shall have hired and shall thereaftermaintain a sales force of Specialty Sales Personnel detailing the Product in theUSA to Target Healthcare Professionals, and such sales force shall complete thenumber of Product Details specified in the then current Annual Co-PromotionPlan, not to exceed the maximum number of details set forth in Clause 9.1.2 ofthe License, in each calendar year during the Term. All Product Details made byVernalis and reimbursed by Endo shall contribute to Endo’s Estimated DetailingEffort as set forth in the License. c. Vernalis shall after 31 Jan 2006 and at all times during theremainder of the Term of this Agreement, use Commercially Reasonable Efforts toprovide at least the number of Product Details set forth in the AnnualCo-Promotion Plan. If for any *** consecutive calendar quarters, Vernalis failsto provide a minimum of *** of the required Product Details set forth forVernalis to provide in the Annual Co-Promotion Plan, then Endo shall have theright to terminate this Agreement upon *** days prior written notice toVernalis; provided, however, that if the reason Vernalis has failed to providesuch *** is for a reason which meets the definition of Force Majeure, 5then Endo shall not be entitled to terminate this Agreement on that basis andthe Joint Co-Promotion Team shall agree in good faith to an appropriateadjustment to the Annual Co-Promotion Plan going forward. d. Vernalis shall notify Endo prior to September 30, 2005 and prior toJune 30 of each year thereafter during the Term of the proposed number ofProduct Details to be included in the promotion of the Product for the followingcalendar year. Vernalis may revise the proposed number of Product Detailsprovided to Endo by up to *** as long as such revisions are made in writing onor before August 31st of subsequent years. For planning purposes only, at thesame time as Vernalis notifies Endo of the proposed number of Product Details,Vernalis shall also notify Endo of the estimated number of Specialty SalesPersonnel Vernalis intends to employ for Product Details. e. In performing its duties hereunder, Vernalis shall, and shall causeits employees and designees to, comply with all regulatory, professional andlegal requirements, including, without limitation, the FDA’s regulations andguidelines concerning the advertising of prescription drug products, state lawsand regulations relating to promotion of pharmaceutical products, the AmericanMedical Association’s Guidelines on Gifts to Physicians, the OIG ComplianceProgram Guidelines for Pharmaceutical Manufacturers, the PhRMA Guidelines forMarketing Practices, and the ACCME Standards for Commercial Support ofContinuing Medical Education, which may be applicable to the co-promotion of theProduct by Vernalis. No employee or designee of Vernalis shall (i) make anyrepresentation, statement, warranty or guaranty with respect to the Product thatis not consistent with then-current labeling of the Product or MarketingMaterials approved by Endo, that is deceptive or misleading or that disparagesthe Products or the good name, goodwill and reputation of Endo or (ii) make anyarrangements with, make payments to or provide gifts or other incentives to anyhealthcare professionals in violation of applicable laws, regulations orguidelines relating thereto. Vernalis covenants that its services hereunder willbe provided in a professional, ethical and competent manner in accordance withthe foregoing standards. Notwithstanding Section 9.2 hereof, upon written noticeto Vernalis by Endo, Vernalis shall take prompt action to address any breach ofthis Section 3.1(e) and, within *** days shall submit to Endo a written plan tocorrect such breach. If the breach is not cured within *** days after Endo’sreceipt of such corrective plan, or if Vernalis fails to timely submit to Endosuch corrective plan, Endo may, where the breach has been caused by one or moreidentifiable Vernalis Specialty Sales Personnel, require that such SpecialtySales Personnel cease to promote the Product and, in all other cases, mayterminate this Agreement immediately upon written notice to Vernalis. f. Vernalis shall ensure that its Specialty Sales Personnel arefamiliar with the procedures, obligations, rights, and responsibilities imposedby the terms of this Agreement as applicable to the performance of promotionalactivities hereunder. Vernalis shall at all times ensure that its SpecialtySales Personnel are providing Vernalis Detailing Services that are consistentwith the marketing messages developed and communicated to Vernalis by Endo andshall use only Marketing Materials provided by Endo. 6 g. To avoid any doubt, nothing express or implied in this Section 3.1(including without limitation Sections 3.1(a) and 3.1(b)) shall be read to limitin any way Vernalis’ rights under Section 6.2 of the License. h. To avoid any doubt, because Endo determines and provides theMarketing Materials for Product promotion in the USA, nothing express or impliedin this Section 3.1 or elsewhere in this Agreement shall be read to makeVernalis liable for its Product promotion based on the content of the MarketingMaterials provided by Endo; provided that Vernalis Specialty Sales Personnel areproperly using and promoting such content in accordance with applicable laws andinstructions from Endo. 3.2 Vernalis Detail Reports. Vernalis shall provide Endo with a report(each a “Vernalis Detail Report”), within *** calendar days after the end ofeach calendar quarter during the Term (and within such period after the end ofthe Term as may be necessary to finalize this Agreement), setting forth thefollowing information regarding the efforts of Vernalis Specialty SalesPersonnel in promoting the Product during the preceding quarter (or partthereof): (i) the number of Product Details made and recorded by Vernalisstandard record keeping procedures based on data recorded by the Specialty SalesPersonnel and (ii) such other information as may be required in the then-currentAnnual Co-Promotion Plan or deemed appropriate by the Joint Co-Promotion Team(provided that Vernalis has in its discretion agreed to include such informationrequired in such plan, but in any case data provided must be sufficient to allowEndo to meet its obligations to report detailing activity to Vernalis consistentwith the format set forth in Schedule 5 of the License). Each such VernalisDetail Report shall be in an electronic format and in hard copy form. An exampleof a Vernalis Detail Report is attached to this Agreement as Exhibit B. EachVernalis Detail Report shall be treated as Confidential Information of Vernalispursuant to Section 10 of this Agreement and shall not be disclosed to thirdparties without Vernalis’ prior written approval or direction. Vernalis shalluse Commercially Reasonable Efforts to use sales force tracking and reportingsystems that are complimentary with Endo’s sales force tracking and reportingsystems. 3.3 Vernalis Specialty Sales Personnel. a. Hiring. Vernalis shall be solely responsible for the recruitmentand hiring of the Specialty Sales Personnel; provided that: (i) In recruiting its Specialty Sales Personnel Vernalis shallhire representatives who, at a minimum, have the qualifications of ***. Vernalisshall take into consideration Endo’s hiring profile for specialty salesrepresentatives, which is attached hereto as Exhibit D, as may be subsequentlyamended, (ii) Incentive compensation for Product promotion for VernalisSpecialty Sales Personnel shall be based partly upon similar performance metricsas those which apply to Endo sales representatives for promotion of the Product,and (iii) Upon *** days written request from Vernalis, Endo shallimplement a referral program to provide an incentive to its salesrepresentatives to refer 7qualified candidates to Vernalis for the Specialty Sales Personnel positions andVernalis shall reimburse Endo for all amounts paid to Endo sales representativesunder such referral program. b. Costs. (i) Endo shall reimburse Vernalis quarterly the Cost Per Detailup to *** over the proposed number of Product Details provided by Vernalis underthe terms of Section 3.1(d) above, but not to exceed the maximum number ofProduct Details set forth in the following table. Such reimbursement shallinclude reimbursement for all Product Details made in any year by VernalisSpecialty Sales Personnel to Target Healthcare Professionals not included in theallocated lists agreed pursuant to Section 3.3(c) (‘non-allocated TargetHealthcare Professionals’); provided that at least *** of all Product Detailsmade in any year by Vernalis Specialty Sales Personnel are made to TargetHealthcare Professionals included in the allocated lists agreed pursuant toSection 3.3 (c) (‘allocated Target Healthcare Professionals’). If the proportionof Product Details made in any year by Vernalis Specialty Sales Personnel toallocated Target Health Care Professionals is less than *** of total ProductDetails, the number of reimbursed Product Details to non-allocated Target HealthCare Professionals shall be adjusted such that the proportion of such ProductDetails is not in excess of *** of all Product Details to be reimbursed. (ii) For example, if Vernalis, according to Section 3.1 (d), hasprovided a proposed number of Product Details of *** and, subsequently, VernalisSpecialty Sales Personnel complete *** Product Details, *** of which are toallocated Target Healthcare Professionals, the following reimbursementcalculation applies. First, the criterion that the proportion of Product Detailsto allocated Target Healthcare Professionals is at least *** is applied. In thisexample, this is calculated as follows: the number of Product Details toallocated Target Healthcare Professionals *** is divided by ***. As this numberof Product Details is less than the maximum number of Product Details for whichEndo is required to pay ***, Endo is therefore required to pay for *** ProductDetails. To the extent necessary, reimbursement payments will be reconciled onan annual basis. (iii) Endo shall make such reimbursement payment within *** daysafter receipt by Endo of the complete Vernalis Detail Report (which shall serveas an invoice, so long as it is so labeled). Endo shall pay such costs toVernalis in US Dollars by wire transfer of immediately available funds to anaccount designated by Vernalis to Endo in writing. Endo shall have no obligationto reimburse the Cost Per Detail after ***. Vernalis may in its discretion electto continue to Detail the Product in the USA at no cost to Endo after ***. Allpayments by Endo shall be made in accordance with Section 11.15 of the License. 8

YEARS 2006 2007 2008 2009 2010 —– —- —- —- —- —- Maximum no. of Details to be *** *** *** *** ***reimbursed% of Cost per Detail where all *** *** *** *** ***Vernalis Specialty Sales PersonnelDetail only the Product% of Cost per Detail where any *** *** *** *** ***Vernalis Specialty Sales PersonnelDetail one or more other products

(iv) Unless otherwise set forth in this Agreement, Vernalis shallbe responsible for all other costs and expenses associated with its SpecialtySales Personnel including without limitation, salary, bonus, benefits, pension,insurance, social security, travel, entertainment, budgets and any other relatedobligations such as income tax withholding and all applicable reportingrequirements. Sales representatives of either party shall not be eligible forawards, prizes, contests or other incentives offered by the other party to itssales representatives, unless otherwise agreed between the parties, in writing. (v) Vernalis shall be solely responsible for providing andfinancing fleet services to its Specialty Sales Personnel. (vi) In the instances where Endo allocates a designatedpromotional budget to individual sales representatives for the purposes ofcompleting specific marketing-directed promotional activities, Endo shallprovide such promotional budget to Vernalis Specialty Sales Personnel at thesame time as provided to Endo sales representatives and as agreed by the JointCo-Promotion Team. c. Allocation. Vernalis and Endo shall agree on the call planning andtargeting of Specialty Sales Personnel; which shall be allocated per physicianspecialty as set forth in Exhibit C. Unless the parties otherwise agree, suchallocation shall (i) allocate calls equitably between the parties’ respectivesales representatives, including without limitation in relation to decile,geographic location and key opinion leaders; and (ii) specify a list of *** Target Healthcare Professionals(identifying from within that list *** Target Healthcare Professionals to betreated as priority for Product Details) available for each of the VernalisSpecialty Sales Personnel to undertake Product Details within their respectivegeographic locations. 9The parties recognize that some Target Healthcare Professionals may receiveProduct Details from both Endo sales representatives and Vernalis SpecialtySales Personnel; however the parties agree that the Vernalis Speciality SalesPersonnel and Endo sales representatives shall not make Product Details to thesame Target Healthcare Professionals in the Primary Care and *** fields. d. CSO. Vernalis may enlist the services of a contract salesorganization (“CSO”) for the purpose of providing Product Details to TargetHealthcare Professionals in the *** field only, in accordance with the AnnualCo-Promotion Plan; provided that Vernalis notify Endo at least *** days prior tocompleting or substantially modifying an agreement with any such CSO. Any otheruse of a CSO is prohibited under this Agreement absent written agreement fromEndo, such agreement not to be unreasonably withheld.4. Responsibilities of Endo. 4.1 Promotion of Product By Endo. Throughout the Term, Endo shall promotethe Product in accordance with the terms of the License. To avoid any doubt,this Agreement does not and shall not be read to diminish Endo’s diligence andother obligations under the License. 4.2 Manufacture, Shipment, Trade Relations. a. In accordance with the terms of the License, Endo shall have thesole responsibility for the sale, manufacture, shipment, distribution,warehousing, billing, order confirmation of the Product and for the collectionof receivables resulting from sales of the Product in the USA, and for recordingof Product sales in its books of account. If for any reason Vernalis receivesorders for Products, Vernalis shall forward such orders to Endo (or if directedin writing by Endo to Endo’s wholesalers) as soon as practicable. VernalisSpecialty Sales Personnel shall not contact, call on or otherwise provide anyVernalis Detailing Services to any wholesale, distribution, warehouse, managedcare, GPO or other trade entities, whether or not these entities are customersof Endo. To avoid any doubt, Vernalis shall remain free to work with any suchwholesale, distribution, warehouse, managed care, GPO or other trade customerswith respect to other products that Vernalis is otherwise free to pursue withoutviolating the terms of this Agreement. b. Endo shall have the sole responsibility for determining the priceof the Product during the Term. 4.3 Endo Reports. Endo shall provide to Vernalis: a. Detail and Sales Reports in accordance with the terms of theLicense, and b. Other data in return for adequate compensation, to be mutuallyagreed by the parties, for the resources necessary to generate any such data. 10 4.4 Sales Operations Support. a. Endo shall provide to Vernalis Specialty Sales Personnel allMarketing Materials to be used for the purpose of providing Vernalis DetailingServices. b. Endo or Endo’s representative shall equitably supply samples ofProduct to Vernalis Sales Personnel, in a manner consistent with distribution toEndo’s sales representatives. Vernalis shall strictly comply with (i) all samplereporting requirements as directed and practiced by Endo and (ii) all applicablelaws, rules and regulations relating to sampling in the USA. Vernalis SpecialtySales Personnel shall make all sample reports through Endo or its representativein a manner that is compatible with Endo’s or its representative’s systemsunless otherwise agreed by the parties in writing.5. Training, Marketing Materials and Non-Hiring of Employees. 5.1 Training. a. Vernalis agrees to make its Specialty Sales Personnel available forProduct and compliance training with respect to the marketing and sale of theProduct at times and locations to be agreed by the Parties and Endo shallprovide Phase One Training to Vernalis Specialty Sales Personnel (includingsales managers) and such additional training as may be agreed by the parties.Vernalis shall not owe Endo any reimbursement for Endo’s costs in relation tosuch training. Vernalis may, upon written notice to Endo, at any time and forany of its Specialty Sales Personnel, elect to use its own training staff totrain Vernalis Specialty Sales Personnel, provided that such training staff (i)has undergone Endo’s Phase One Training and (ii) shall use Endo MarketingMaterials and Phase One Training materials. Notwithstanding the foregoing,Vernalis Specialty Sales Personnel may, upon reasonable notice to Endo, attendregularly scheduled Endo sales training sessions that are not Phase One Trainingsessions. No Specialty Sales Personnel shall be permitted to make ProductDetails until completion of Phase One Training. All Product training shall beconducted in accordance with the Annual Marketing Plan and Budget and shall bedeveloped by Endo. As between the parties hereto and except as expresslyprovided otherwise elsewhere in this Agreement or the License, Endo shall ownall right, title and interest in Product training materials used by Vernalis andits Specialty Sales Personnel. b. Product training shall be carried out in accordance with Endo’ssales training schedule at facilities selected by Endo, or as otherwise agreedby Endo. As Vernalis Specialty Sales Personnel (including sales managers) areadded or replaced, Product training will be provided to newly added members.Except as otherwise agreed in writing by the parties, each party will absorb thecosts of transporting, housing and maintaining their respective sales personnelfor such training. Endo shall provide at Endo’s cost training materials forVernalis Specialty Sales Personnel. c. Vernalis Specialty Sales Personnel shall perform Product Details inaccordance with a health care compliance guide to be implemented by Vernaliswhich 11guide shall be consistent with the principles contained in Endo’s Health CareCompliance Guide effective as of June 1, 2005 as it is applied to Endo’s salesrepresentatives. The Vernalis health care compliance guide shall be submittedfor approval to the Co-Promotion Team before its implementation and shall beupdated consistent with any revisions made from time to time to Endo’s HealthCare Compliance Guide provided that Endo shall provide revisions to Vernaliswithin *** days of approval by Endo management, and in any event, no later thanthe time that Endo provides such revised policies to its own salesrepresentatives. 5.2 Sales Meetings and Management Activities. a. Endo shall use Commercially Reasonable Efforts to accommodate theattendance of Vernalis Specialty Sales Personnel (including sales managers) atsessions dedicated solely to the Product at Endo’s annual National SalesMeeting. Vernalis will absorb the costs of transporting, housing and maintainingits personnel at this meeting. b. Endo and Vernalis sales managers as selected by their respectivemanagement shall meet at least twice per year to address objectives specified bythe Joint Co-Promotion Team, unless otherwise agreed between the parties. 5.3 Marketing Materials. All written sales, promotion and advertisingmaterials including updates, reports on thought leader interactions and reportson safety issues (“Marketing Materials”) relating to the Product shall bedeveloped by Endo and provided to Vernalis as determined by Endo. Endo shallprovide Marketing Materials to Vernalis Specialty Sales Personnel in equitablequantities and in the same manner in which it provides such Marketing Materialsto its own sales representatives, relative to the individual representative’scall plan objectives for the Product. Marketing Materials shall be used by theparties solely in connection with the training, marketing and/or promotion ofthe Product and in accordance with all applicable laws and regulations. Endoshall own all right, title and interest in all Marketing Materials. Endo isresponsible for its and its Affiliates’ Product marketing and promotion-relateddecisions and policies (including without limitation as to the MarketingMaterials and their content). Endo hereby covenants that all such decisions andpolicies shall be in accordance with all applicable Legal Requirements and anyother applicable requirement referred to in Clause 3.1(e) of this Agreement.Endo shall bear all responsibility for breaches of such covenant and provideindemnification in accordance with Clause 15.8.7 of the License. 5.4 Non-hiring of Sales Personnel. The parties hereby agree that,throughout the Term, neither party will hire or employ any sales representativeor sales manager of the other party (or of the other party’s designee) withoutsuch party’s written consent.6. Certain Regulatory Matters. 6.1 Licenses. Each party hereto shall, at its sole cost and expense,maintain in full force and effect all necessary licenses, permits and otherauthorizations required by law, regulation, ordinance or statute to carry outits duties and obligations under this 12Agreement. However, to avoid any doubt, this Section 6.1 does not alter theparties’ rights and responsibilities under the License regarding MarketingAuthorizations for the Product, applications therefor and regulatory filings inrelation to clinical trials of Product. 6.2 Regulatory Responsibility. a. Communication and Filings with Governmental or RegulatoryAuthorities. As between the parties, all regulatory matters regarding theProduct, including without limitation all filings in connection therewith, shallremain under the control of Endo as more fully and solely to the extent setforth in the License. Vernalis shall not without the consent of Endo or unlessso required by applicable law (and then only pursuant to the terms of thisSection 6.2), correspond or communicate with any Governmental or RegulatoryAuthority concerning the Products or otherwise take any action concerning anyauthorization or permission under which the Products are sold or any applicationfor the same. Furthermore, Vernalis shall, promptly (and in no event less thanseventy-two (72) hours) upon receipt of any communication from any Governmentalor Regulatory Authority relating to the Product, forward a copy or descriptionof the same to Endo and respond to all inquiries by Endo relating thereto. IfVernalis is advised by its counsel that it must communicate with anyGovernmental or Regulatory Authority, then Vernalis shall so advise Endoimmediately and, unless prohibited by applicable law, provide Endo in advancewith a copy of any proposed written communication with any Governmental orRegulatory Authority and comply with any and all reasonable direction of Endoconcerning any meeting or written or oral communication with any Governmental orRegulatory Authority to the full extent consistent with Vernalis’ counsel’sadvice regarding legal compliance and Vernalis’ legal obligations. b. Labeling and Marketing Materials. Endo shall have sole authorityand responsibility to seek and/or obtain any necessary Governmental orRegulatory Authority approvals of any labeling, package inserts, Productmonographs, packaging for the Products and Marketing Materials, and fordetermining whether the same requires Governmental or Regulatory Authorityapproval. As between the parties, all filings and communications withGovernmental or Regulatory Authorities in connection therewith shall remainunder the control of Endo. c. MAM Product. Nothing in this Section 6.2 shall alter the License asregards Vernalis’ rights in relation to development of the MAM Product andPaediatric Development Program and regulatory activities and communications inrelation thereto. 6.3 Efficacy and Safety Information. Endo shall furnish Vernalis withefficacy and safety information reasonably requested by Vernalis to assistVernalis in promoting the Product to Target Healthcare Professionals in the USA,including without limitation relevant clinical and safety data included in theNDA for the Product and additional information, if any, related to the efficacyand safety profile of the Product since the transfer of the NDA to Endo fromVernalis. Except for that information that is to be disclosed to TargetHealthcare Professionals in connection with conducting Product Details, suchinformation shall be treated as Confidential Information of Endo pursuant to 13Section 10 of this Agreement and shall not be disclosed to third parties withoutEndo’s prior written approval or direction. 6.4 Notice of Adverse Events. Each party shall perform its responsibilitiesunder the Safety Agreement in regards to adverse event reporting. 6.5 Product Technical Complaints and Recalls. Each party shall perform itsresponsibilities under the Safety Agreement in regards to product technicalcomplaints and recalls. 6.6 Government Inspections and Inquiries. Each party shall perform itsresponsibilities under the Safety Agreement in regards to government inspectionsand inquiries. 6.7 This Agreement does not alter, amend or supercede in any way the SafetyAgreement. Vernalis shall ensure that its Specialty Sales Personnel are trainedas to their obligations under the Safety Agreement and that each such employeeundertakes to follow and comply with the obligations set forth therein. 6.8 Sales-Related Inquiries. a. For questions concerning Product identification, Productingredients or stability/storage information, Vernalis and its Specialty SalesPersonnel shall refer such questions to Endo’s Customer Service Department. b. For medical inquiries, including those related to informationoutside of labeling, clinical studies, continuing medical education or othermedical questions which Vernalis and its Specialty Sales Personnel are unable toanswer, Vernalis shall refer such inquiries to Endo’s Medical AffairsDepartment. As between the parties, all responses to such inquiries frompatients, medical professionals, or other third parties shall be provided solelyby Endo. Vernalis shall provide reasonable assistance to Endo, at Endo’s requestand expense, in an effort to fully respond to such communications. c. For inquiries relating to legal and compliance issues surroundingthe sale and promotion of the Product in the USA or to report complianceconcerns, Vernalis Specialty Sales Personnel shall refer such inquiries orreports to Vernalis’ chief compliance officer or other individual as designatedby Vernalis. In the event that such inquiry or report may impact Endo’s legalobligations in the USA, Vernalis shall notify Endo within five (5) days of thereceipt of such inquiry or report. d. All other questions or comments from Vernalis Specialty SalesPersonnel should be directed to a Vernalis member of the Joint Co-PromotionTeam.7. Joint Co-Promotion Team. The parties recognize that it is in the bestinterests of both parties to maximize the sales and profits of the Product inthe USA and to coordinate the activities of both parties with respect to thepromotion of the Product in the USA. Accordingly, the parties agree to thefollowing with regard to the Joint Co-Promotion Team. Any and all of thefollowing terms may be amended by agreement of the parties. 14 7.1 Establishment. The parties hereby establish a committee (the “JointCo-Promotion Team”), which shall have as its overall purpose the followingdecisions and activities relating to this Agreement: physician targeting, callplanning, training, incentive plans, communication, sales call tracking andreporting, sales operations, sales and marketing compliance, consistency ofmarketing messages and positioning and other day-to-day issues relating to thisAgreement. The Joint Co-Promotion Team shall consist of no more than three (3)representatives of each party. Members of the Joint Co-Promotion Team shall beemployees of the parties, (including from each Party at least one vice-presidentor equivalent involved in the marketing or promotion of the Product) and shallnot be outside consultants, independent contractors or outside legal counsel,but such Persons are permitted to attend meetings of the committee upon theconsent of both parties. Each party shall be solely responsible for appointing,removing and filling vacancies among its own representatives. 7.2 Responsibilities. In addition to the specific responsibilities of theJoint Co-Promotion Team set forth elsewhere in this Agreement, the JointCo-Promotion Team shall: a. by October 1, 2005 prepare the first Annual Co-Promotion Plan forthe introduction of the Vernalis Specialty Sales Personnel and submit such planto each party’s respective management for approval. The first AnnualCo-Promotion Plan shall be approved by December 15, 2005. b. by October 1 of each subsequent calendar year during the Term,prepare the Annual Co-Promotion Plan for the next calendar year and submit suchplans to each party’s respective management for approval, which plans shall beapproved by December 15th (or such subsequent date as may be agreed by theparties, but no later than December 31st) of the applicable year; c. periodically prepare other plans and budgets and obtain necessaryapproval, as agreed between the parties; d. be responsible for the execution of approved plans and budgets; e. periodically provide written reports to each party’s managementteam and/or the Steering Committee comparing actual results to the approvedplans and budgets; f. perform the dispute resolution functions set forth in Section 7.4hereof; g. communicate to one another relevant marketing and sales informationthat may impact promotion or sales of the Product; and h. perform such other functions as necessary to carry out theobligations set forth in this Agreement. 15 7.3 Meetings. During the Term of this Agreement, the Joint Co-PromotionTeam shall meet: (i) at least quarterly on a date and at a location to be agreedto by the parties, and (ii) upon written notice by either party to the otherthat a meeting is required or requested, in which case a meeting will be heldwithin thirty (30) calendar days of such notice on a date to be agreed to by theparties (or sooner if warranted by circumstances), and at the location of thenon-requesting party, if a face-to-face meeting is requested, unless otherwiseagreed by the parties. Notice requesting a meeting shall include adequateinformation describing the purpose of the meeting. Any meetings of the JointCo-Promotion Team shall be held in person or, if an in-person meeting isimpracticable, by videoconference or teleconference. When meetings are held inperson, individual members of the Joint Co-Promotion Team may nonethelessparticipate by videoconference or teleconference. If unable to attend in personor by videoconference or teleconference, an individual member of the JointCo-Promotion Team may grant a proxy to another individual member of the JointCo-Promotion Team in order to act on his or her behalf on any matter to be actedupon at any meeting of the Joint Co-Promotion Team. Other representatives of theparties may attend Joint Co-Promotion Team meetings as non-voting participantsupon invitation of a Joint Co-Promotion Team member. At least one week prior toany meeting of the Joint Co-Promotion Team, each of the parties shall providethe other party with a proposed agenda of the matters to be discussed at suchmeeting. The members shall agree, at the first meeting of the Joint Co-PromotionTeam, upon procedures for finalizing agendas, maintaining meeting minutes andother meeting management procedures, as appropriate. 7.4 Action of Committee. The joint Co Promotion Team may take action on amatter at a meeting only if at least one representative is present from eachparty. Each party to the Joint Co-Promotion Team shall be entitled to one (1)vote, regardless of the number of members participating in the JointCo-Promotion Team. In the event the Joint Co-Promotion Team is unable to achievea mutual decision on any issue, then the dispute resolution process set forth inSection 7.5 will be followed with respect to such issue. 7.5 Dispute Resolution. a. The parties recognize that disputes as to certain matters may fromtime to time arise during the Term that relate to either party’s rights and/orobligations hereunder. It is the objective of the parties to establishprocedures to facilitate the resolution of disputes arising under this Agreementin an expedient manner by mutual cooperation and without resort to litigation.To accomplish this objective, the parties agree to follow the procedures setforth in this Section 7.5 if and when a dispute arises under this Agreement. b. If the Joint Co-Promotion Team is unable to come to a mutualdecision regarding any issue, such dispute or other issue shall be referred to asenior executive responsible for the sales function in each organization, whichexecutive shall be at the level of Vice President or higher. Unlesscircumstances otherwise dictate, the parties agree that the applicable executiveshall not be a member of the Joint Co-Promotion Team. If the senior executivesare unable to resolve such a dispute or issue within thirty (30) days afterbeing requested to resolve such dispute or issue, Endo’s 16senior executive shall have the authority to make the final decision and Endo’sposition on such matter shall be final on all matters of discretion regardingpromotional and marketing decisions, subject to such decision being consistentwith the terms and conditions of this Agreement and the License (meaning, forexample and without limitation, that Endo may not by exercise of such finaldecision alter the number of Product Details to be provided by Vernalis ormodify Endo’s diligence and other obligations under the License or thisAgreement).8. Recordkeeping and Audits. 8.1 Maintenance of Books and Records. Each party shall maintain completeand accurate books and records in sufficient detail, in accordance with GAAP andall applicable laws, rules, ordinances and regulations, to enable verificationof the performance of such party’s obligations under this Agreement. Suchrecords shall be maintained for the latest to occur of (i) a period of ***months after the end of each calendar year in the Term, (ii) longer if requiredby applicable law or (iii) until the final resolution of any audit or dispute asto which such records relate. 8.2 Payment Audits. a. Either party (herein, the “Auditing Party”) may demand, no morethan once for any calendar year in the Term, an audit of the relevant books andrecords of the other party (herein, the “Audited Party”) in order to verify theAudited Party’s reports on the matters addressed in this Agreement. Upon no lessthan thirty (30) days’ prior written notice to the Audited Party, the AuditedParty shall grant reasonable access to members of a nationally-recognizedindependent public accounting firm selected by the Auditing Party to therelevant books and records of the Audited Party in order to conduct a review oraudit thereof. Such access shall be permitted during normal business hours. Theaccounting firm shall report its conclusions and calculations to the AuditingParty and the Audited Party; provided, that in no event shall the accountingfirm disclose any information of the Audited Party except to the extentnecessary to verify the Audited Party’s reporting and other compliance with theterms of this Agreement and, at the request of the Audited Party, suchaccounting firm will execute appropriate non-disclosure agreements. Except ashereinafter set forth, the Auditing Party shall bear the full cost of theperformance of any such audit. b. If as a result of any audit of the books and records of AuditedParty it is shown that the Audited Party’s payments to the Auditing Party underthis Agreement with respect to the period of time audited were less than theamount which should have been paid to the Auditing Party pursuant to thisAgreement, then the Audited Party shall pay to the Auditing Party the amount ofsuch shortfall within thirty (30) days after the Auditing Party’s demandtherefor. If as a result of any audit of the books and records of Audited Partyit is shown that the Audited Party’s payments to the Auditing Party under thisAgreement with respect to the period of time audited were more than the amountwhich should have been paid to the Auditing Party pursuant to this Agreement,then the Auditing Party shall pay to the Audited Party the amount of suchoverpayment within thirty (30) days after the Audited Party’s demand therefor.In addition, if any 17amount of underpayment by the Audited Party is more than *** of the amount whichshould have been paid to the Auditing Party pursuant to this Agreement withrespect to the period in question, then the Audited Party shall also reimbursethe Auditing Party for its documented, reasonable, out-of-pocket costs andexpenses incurred in connection with the audit. c. In the event that the parties do not agree on the amount ofoverpayment or underpayment, within ten (10) business days, each party shallselect an independent public accounting firm which shall meet and discuss theamount in dispute and other related matters within ten (10) business daysthereafter. If such independent public accounting firms cannot agree on aresolution mutually agreeable to the parties, such independent public accountingfirms shall, within ten (10) business days thereafter, appoint a thirdindependent public accounting firm which shall resolve the issue within ten (10)business days after its selection. The recommendation of the third independentpublic accounting firm shall be final and binding upon the parties. A judgmenton such firm’s disposition may be entered in any court having jurisdiction overthe parties. 8.3 Compliance Audits. In addition to the access and audit rights of theparties set forth in Section 8.2, upon reasonable prior notice from the otherparty (‘the Auditing Party’) and no more than once during any calendar yearduring the Term, each party (‘the Audited Party’) shall afford to the AuditingParty reasonable access during normal business hours (and at such other times asthe parties may mutually agree) to inspect and audit the relevant books, recordsand other information of the Audited Party in order to monitor the AuditedParty’s compliance with Detailing obligations under the applicable MarketingPlan and the terms of this Agreement, to the extent such party is responsiblefor the relevant function as directed by the Joint Co-Promotion Team or theterms of this Agreement, and for the purposes of determining compliance with theapplicable rules and regulations of Governmental or Regulatory Authorities andthe terms of this Agreement. Any inspection conducted pursuant to this Section8.3 shall be at the sole cost and expense of the Auditing Party.9. Term and Termination. 9.1 Term of Agreement. The term of this Agreement (the “Term”) shallcommence as of the Effective Date and shall continue for so long as Endo or anEndo Affiliate or successor Commercializes Product in the USA, unless thisAgreement is terminated sooner as provided below or either party terminates theLicense. 9.2 Termination by Endo. a. Endo shall have the right to terminate this Agreement at any timeupon written notice to Vernalis if Vernalis materially breaches any of itsrepresentations, warranties, covenants or agreements set forth in this Agreementor otherwise materially defaults in the performance of any of its duties orobligations under this Agreement, which breach or default shall not be curedwithin *** after written notice is given to Vernalis specifying the breach ordefault. 18 b. To the extent permitted by law, Endo shall have the right toterminate this Agreement immediately upon notice to Vernalis if Vernalis shallbecome insolvent, file or consent to the filing of a petition under anybankruptcy or insolvency law or have any such petition filed against it whichhas not been stayed within sixty (60) days of such filing or have a receiverappointed over any of Vernalis’ property or assets. c. Endo shall have the right to suspend Vernalis’ right to furtherpromote (and Endo’s obligation to pay Vernalis for further Details) under thisAgreement upon *** written notice to Vernalis if there has been a change,circumstance, effect or occurrence (or series of changes, circumstances, effectsor occurrences) that individually or in the aggregate would or would bereasonably likely to materially and adversely affect the rights and/orobligations of the parties hereunder or the benefits expected to be derivedherefrom. The parties hereby agree, without limitation, that the occurrence ofany of the following shall have such material and adverse effect for thepurposes of this Section 10.2(c): (a) the FDA withdraws its approval of theProduct; (b) the Product is no longer approved by the FDA (c) the issuance of acourt order enjoining the manufacture, sale, or distribution of the Product; and(d) any mandatory recall ordered by the FDA which results in substantial failureto supply market demand. The parties shall promptly meet and confer regardinghow to manage such a situation if it arises and how the material and adverseeffect may be abated by Endo by the application of Commercially ReasonableEfforts. If possible to abate such effect by the application of such efforts,Endo shall do so. Once such effect is materially abated, Vernalis’ right tofurther promote (and Endo’s obligation to pay Vernalis for further Details)shall no longer be suspended. 9.3 Termination by Vernalis. a. Vernalis shall have the right to terminate this Agreement at anytime upon ninety (90) days written notice to Endo with or without cause. b. Vernalis shall have the right to terminate this Agreement at anytime upon written notice to Endo if Endo materially breaches any of itsrepresentations, warranties, covenants or agreements set forth in this Agreementor otherwise materially defaults in the performance of any of its duties orobligations under this Agreement, which breach or default shall not be curedwithin ninety (90) days after written notice is given to Endo specifying thebreach or default. If Vernalis terminates under this Clause 9.3(b), then Clause9 and Schedule 10 of the License shall no longer be superceded by this Agreementand Vernalis shall retain its right under Section 9.3 of the License to provideup to the maximum number of Details in each year set forth in the chart inSection 9.1 of the License (along with all of Vernalis’ other rights under theLicense). 9.4 Effects of Termination. a. Neither the termination nor expiration of this Agreement shallrelease or operate to discharge either party from any liability or obligationthat may have accrued prior to such termination or expiration. Any terminationof this Agreement as provided herein shall not be an exclusive remedy but shallbe in addition to any remedies whatsoever that may be available to theterminating party. 19 b. Notwithstanding the giving of any notice of termination pursuant tothis Section 9, each party shall continue to fulfill its obligations under thisAgreement at all times until the effective date of any such termination. 9.5 Actions Upon Termination. Upon the termination or expiration of thisAgreement for any reason, the parties shall negotiate in good faith to conductan orderly wind down of the Vernalis Detailing Services. Each party agrees that,after receipt of such notice, neither it nor any of its employees shall engagein any activities that negatively impact (i) the promotion or goodwill of theProduct, (ii) relationships with the Target Healthcare Professionals or (iii)the name, reputation or goodwill of the other party or any of its Affiliates,employees, agents or contractors. If Endo terminates under Section 9.2, Vernalisshall promptly (y) discontinue any use of Endo Trademarks and return to Endo or,at Endo’s request, destroy all Marketing Materials for the Product (not alreadydistributed or destroyed with destruction certified by Vernalis) and (z) returnto Endo or arrange for the return to Endo’s vendor, all sample inventories heldby Vernalis Specialty Sales Personnel. Endo shall not have the right to solicit,recruit and/or hire any Vernalis Specialty Sales Personnel for a period oftwelve months following the effective date of termination, unless otherwiseagreed by the parties. 9.6 Survival. The representations, warranties, covenants and agreements ofthe parties in Sections 6.4-6.7, 8.1, 9.4, 9.5, 10, 11, 15.1 and 15.2, hereof,shall survive any expiration or termination of this Agreement. In addition, anyprovision of this Agreement that, either from the express language or thecontext thereof, is intended to survive any termination or expiration of thisAgreement shall survive any such expiration or termination.10. Confidentiality. 10.1 Confidential Information. For purposes of this Agreement, each partyshall be bound by the terms relating to Confidentiality set forth in Clause 16of the License and all information exchanged between the parties shall besubject to that Clause, including the definition of Confidential Information. 10.2 Survival. The obligations set forth in this Section 10 shall survivethe later of the termination or expiration of this Agreement and that of theLicense Agreement for a period of five (5) years.11. Indemnification and Insurance; Limitation of Liability. 11.1 Definition. The License is hereby amended to add the followingdefinition: “Co-Promotion Agreement” shall mean that certain agreement betweenthe Parties regarding Product co-promotion matters dated 1st July 2005. 11.2 Indemnification by Vernalis. Clause 15.9 is hereby amended to add anew Clause 15.9.10 as follows: 15.9.10 A breach by Vernalis or its Affiliates of the Co-Promotion Agreement or any negligent act or omission or intentional misconduct by 20 Vernalis or any of its Affiliates in relation to activities under such agreement. 11.3 Indemnification by Endo. Clause 15.8 is hereby amended to add a newClause 15.8.7 as follows: 15.8.7 A breach by Endo or its Affiliates of the Co-Promotion Agreement (including without limitation any representation, warranty or covenant contained or any negligent act or omission or intentional misconduct by Endo or any of its Affiliates in relation to activities under such agreement. 11.4 Claims Procedures. To avoid any doubt, indemnification in relation tothis Agreement shall be through Clauses 15.8 and 15.9 of the License (as amendedby this Agreement to add Clauses 15.9.10 and 15.8.7) and claims procedures andall related matters shall be as set forth in the License. 11.5 Insurance. Insurance requirements are as set forth in Clause 15.13 ofthe License. 11.6 Limitation of Liability. Clause 15.12 of the License shall apply underthis Agreement as if set forth herein in its entirety.12. Representations and Warranties. 12.1 Each party represents and warrants to the other as of the EffectiveDate of this Co-Promotion Agreement as to the representations and warranties setforth in Clause 15.1 of the License. 12.2 EXCEPT AS EXPRESSLY STATED IN SECTION 11 AND SECTION 12.1 ALL OTHERWARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OROTHERWISE, INCLUDING A WARRANTY AS TO THE QUALITY OR FITNESS FOR ANY PARTICULARPURPOSE OF THE PRODUCT ARE HEREBY EXCLUDED.13. Notices. Article 26 of the License shall apply to this Agreement as if setforth herein in its entirety. To avoid any doubt, the notice address for a partyunder this Agreement need not be the same notice address for such party as underthe License Agreement.14. Entire Agreement. 14.1 Relationship to License, Safety Agreement, Loan Agreement and SecurityAgreement. This Agreement amends and supercedes during the Term of thisAgreement Article 9 and Schedule 10 of the License and amends the License todefine Co-Promotion Agreement and add Clauses 15.9.10 and 15.8.7. This Agreementdoes not otherwise amend, modify, alter, or supercede the License. ThisAgreement does not amend, modify, alter or supersede the Safety Agreement, LoanAgreement or Security Agreement. To the extent of any conflict between thisAgreement and the License (excluding its Article 9 and Schedule 10 and except asregards this Agreement’s 21amendment to the License to define Co-Promotion Agreement and add Clauses15.9.10 and 15.8.7), Safety Agreement, Loan Agreement and/or Security Agreement,the License (excluding Article 9 and Schedule 10 and except as regards thisAgreement’s amendment to the License to define Co-Promotion Agreement and addClauses 15.9.10 and 15.8.7), Safety Agreement, Loan Agreement and/or SecurityAgreement (as applicable) shall prevail. 14.2 Relationship to Other Agreements, Understandings and Arrangements.Apart from the License Agreement (excluding Article 9 and Schedule 10), SafetyAgreement, Loan Agreement and Security Agreement, this Agreement contains all ofthe terms agreed to by the parties regarding the subject matter of thisAgreement and shall supersede any and all other prior oral or writtenagreements, understandings or arrangements between them with respect to suchsubject matter. This Agreement may not be amended, modified, altered orsupplemented except by means of a written agreement or other instrument executedby both of the parties hereto. No course of conduct or dealing between theparties shall act as a modification or waiver of any provisions of thisAgreement.15. Miscellaneous Provisions. 15.1 From License. Clauses 19, 21, 23, 24, 28 and 29 of the License shallapply to this Agreement as if set forth herein in their entireties. 15.2 Dispute Resolution. Any disputes arising hereunder, other thandisputes arising under Section 7.5 shall be governed by and resolved inaccordance with Clause 22 of the License. Such Clause of the License shall applyto such disputes as if set forth herein in such Clause’s entirety. 15.3 Relationship of the Parties. The parties hereto are acting andperforming as independent contractors, and nothing in this Agreement creates therelationship of partnership, joint venture, sales agency or principal and agent.Neither party is the agent of the other, and neither party may hold itself outas such to any other Person. All financial obligations associated with eachparty’s business shall be the sole responsibility of such party. 15.4 No Implied Licenses. Each of the parties hereby acknowledges andagrees that, except as otherwise explicitly provided in this Agreement or theLicense, such party shall not by entering into this Agreement have, assert oracquire any right, title or interest in or to any intellectual property or otherproprietary rights of the other party. 15.5 Sub-Contracting. Other than as provided under clause 3.3(d) Vernalismay not sub-contract any of its rights or obligations under this Agreement,except to an Affiliate. 15.6 Force Majeure. Clause 20 of the License shall apply to this agreementas if set forth herein in its entirety, except that the last sentence of Clause20.2 is amended (solely as applied to this Agreement, not as applied to theLicense) to read as follows: If 22Vernalis terminates this Agreement under this Section 15.5, the effect of thistermination shall be as if Vernalis had terminated this Agreement under Section9.3(b). 15.7 Headings. The headings contained in this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation ofthis Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 23 IN WITNESS WHEREOF, the parties have duly executed this Co-Promotion andRoyalty Agreement as of the first date written above. ENDO PHARMACEUTICALS INC. By: /s/ Peter A. Lankau ———————————— Name: Peter Lankau Title: President and CEO VERNALIS DEVELOPMENT LTD. By: /s/ John A D Slater ———————————— Name: John A D Slater Title: Director Exhibit A Example of Vernalis Detail Report DETAIL REPORT FOR QUARTER ENDED ____________ THIS IS AN INVOICE

ACTUAL # BUDGET # ——– ——– Total number of Product DetailsTotal number of *** DetailsTotal number of *** Details to Target Healthcare Professionals: Primary Details Secondary DetailsTotal number of *** Physician DetailsTotal number of *** Physician Details to Target Healthcare Professionals: Primary Details Secondary DetailsTotal number of *** DetailsTotal number of *** Details to Target Healthcare Professionals: Primary Details Secondary Details

Exhibit B Sample Schedule of Phase 1 Training FROVA(R) NEW REPRESENTATIVE TRAINING AGENDA *** Exhibit C Allocation of Call Plan *** Exhibit D Specialty Sales Representative Hiring ProfileSPECIALTY SALES REPRESENTATIVE ***PREPARED BY: ___________________________ DATE: _______________________________APPROVED BY: ___________________________ DATE: _______________________________