Endo Pharmaceuticals Holdings (ENDP)

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:

AGREEMENT AND PLAN OF MERGER

Amendment, dated as of January 7, 2009 (this “Amendment”), to the Agreement and Plan of Merger (the “Agreement”), dated as of January 5, 2009, by and among Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Parent”), BTB Purchaser Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and Indevus Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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: