Endo Pharmaceuticals Holdings (ENDP)

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Of the 5,207,735 shares that may be issued upon the exercise of options or vesting of restricted stock units outstanding as of December 31, 2008, 2,579,695 were vested, exercisable and eligible for sale.

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Of the 4,336,052 shares that may be issued upon the exercise of options outstanding as of December 31, 2007, 1,795,021 are vested, currently exercisable and eligible for sale.

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Of the 4,336,052 shares that may be issued upon the exercise of options outstanding as of December 31, 2007, 1,795,021 are vested, currently exercisable and eligible for sale.

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

Of the 4,336,052 shares that may be issued upon the exercise of options outstanding as of December 31, 2007, 1,795,021 are vested, currently exercisable and eligible for sale.

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

Of the 3,910,768 shares that may be issued upon the exercise of options outstanding as of December 31, 2006, 1,436,072 are vested, currently exercisable and eligible for sale.

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

At March 17, 2006, approximately 12.6 million shares of common stock, representing approximately 9.5% of our common stock currently outstanding, were eligible for sale, subject to compliance with Rule 144 or Rule 145(d) under the Securities Act.

Of the 3,229,430 shares that may be issued upon the exercise of options outstanding as of December 31, 2005, 1,430,058 are vested, currently exercisable and eligible for sale. The sale of these

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shares is unrestricted, subject to any lock-up agreements that may be entered into with underwriters in connection with any underwritten offering of such shares covered by this prospectus.

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

At March 1, 2006, approximately 12.6 million shares of common stock, representing approximately 9.5% of our common stock currently outstanding, were eligible for sale, subject to compliance with Rule 144 or Rule 145(d) under the Securities Act.

Of the 3,229,430 shares that may be issued upon the exercise of options outstanding as of December 31, 2005, 1,430,058 are vested, currently exercisable and eligible for sale. The sale of these shares is unrestricted, subject to any lock-up agreements that may be entered into with underwriters in connection with any underwritten offering of such shares covered by this prospectus.

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Table of Contents

If our stockholders sell substantial amounts of our common stock, the market price of our common stock may fall.

        If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock may fall. These sales also may make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

        At December 31, 2005, approximately 25.9 million shares of common stock, representing approximately 19.5% of our common stock currently outstanding, were eligible for sale, subject to compliance with Rule 144 or Rule 145(d) under the Securities Act.

        Of the 3,229,430 shares that may be issued upon the exercise of options outstanding as of December 31, 2005, 1,430,058 are vested, currently exercisable and eligible for sale. The sale of these

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shares is unrestricted, subject to any lock-up agreements that may be entered into with underwriters in connection with any underwritten offering of such shares covered by this prospectus.