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endo | 100 Endo Boulevard | Chadds Ford, Pennsylvania 19317 2
General Information on Voting and Required Vote
You are entitled to cast one vote for each share of Endo common stock you own on the record date. Provided that a quorum
is present, (1) in order for a nominee to be elected as a director, such nominee must receive more votes “for” than “against,”
(2) the approval of the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation
will require the affirmative vote of the holders of a majority of the issued and outstanding shares of the common stock
and (3) the ratification of the appointment of the Company’s registered public accounting firm and (4) the approval, on an
advisory basis, of the compensation to be paid to Endo’s named executive officers will each require the affirmative vote of
a majority of shares entitled to vote and represented at the Annual Meeting in person or by proxy.
The presence of the holders of a majority of the outstanding shares of common stock as of the record date entitled to vote
at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Shares represented
by a proxy marked “abstain” on any matter will be considered present at the Annual Meeting for purposes of determining
a quorum. Abstentions will have no effect on the election of the nominees, but will have the effect of a vote “against” the
amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation, the ratification of the
appointment of the Company’s independent registered public accounting firm and the approval, on an advisory basis, of
the compensation to be paid to Endo’s named executive officers. Shares represented by a proxy as to which there is a “bro-
ker non-vote” (for example, where a broker does not have the discretionary authority to vote the shares), will be considered
present for the Annual Meeting for purposes of determining a quorum, and will have no effect on the vote with respect to
the election of directors or the proposal to approve, on an advisory basis, the compensation to be paid to Endo’s named
executive officers. Broker non-votes, if any, will have the effect of a vote “against” the amendment and restatement of
the Company’s Amended and Restated Certificate of Incorporation. Broker non-votes, if any, will have the effect of a vote
“against” the ratification of the appointment of the Company’s independent registered public accounting firm.
All shares of common stock that have been properly voted and not revoked, will be voted at the Annual Meeting in accor-
dance with your instructions. If you sign, date and return the enclosed proxy card but do not give voting instructions, the
shares of common stock represented by that proxy will be voted FOR each of the nominees for election as director, FOR the
ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2012, FOR the approval, on an advisory basis, of the compensation to be paid to Endo’s
named executive officers and FOR the approval of the amendment and restatement of the Company’s Amended and Re-
stated Certificate of Incorporation to change the name of the Company to Endo Health Solutions Inc.
Voting on Other Matters
If other matters are properly presented at the Annual Meeting for consideration, the persons named in the enclosed proxy
card will have the discretion to vote on those matters for you. At the date the Company began printing this Proxy State-
ment, no other matters had been raised for consideration at the Annual Meeting.
How You May Revoke or Change Your Vote
You can revoke your proxy at any time before it is voted at the Annual Meeting by:
• sending written notice of revocation to the Secretary of the Company;
• timely delivering a valid, later-dated proxy; or
• attending the Annual Meeting and voting in person. If your shares are held in the name of a bank, broker or other
holder of record, you must obtain a proxy, executed in your favor from the holder of record, to be able to vote at
the meeting.
List of Stockholders
The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for
ten days prior to the Annual Meeting for any purpose germane to the meeting, between the hours of 8:45 a.m. and 4:30
p.m., at our principal executive offices at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317, by contacting the Secre-
tary of the Company.
Cost of Proxy Solicitation
The Company will pay for preparing, printing and mailing this Proxy Statement and we will pay the cost of soliciting proxies.
Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmis-
sion and facsimile transmission. The Company will reimburse banks, brokers and other custodians, nominees and fiducia-
ries for their out-of-pocket costs of sending the proxy materials to our beneficial owners. We have also retained MacKenzie
Partners, Inc. to assist in soliciting proxies. We will pay MacKenzie Partners, Inc. a base fee of approximately $12,500 plus
reasonable out-of-pocket expenses for these services.