ENDO INTERNATIONAL PLC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Edgar Glimpses |

Item 1.01. Entry into a Material Definitive Agreement.

On June 24, 2014, Generics International (US), Inc. (d/b/a "Qualitest Pharmaceuticals") ("Qualitest"), a subsidiary of the Registrant, entered into an Agreement and Plan of Merger (the "DAVA Agreement"), pursuant to which a newly-formed subsidiary of Qualitest will merge with and into DAVA Pharmaceuticals, Inc. ("DAVA"), with DAVA continuing as the surviving corporation (the "Merger"). Pursuant to the Merger, Qualitest will purchase all of the issued and outstanding shares of capital stock and other equity interests of DAVA for $575 million in cash, with additional cash consideration of up to $25 million contingent on the achievement of certain sales milestones. In addition, pursuant to the DAVA Agreement, Endo Pharmaceuticals Inc., a subsidiary of the Registrant, has agreed to guarantee the performance of Qualitest's obligations thereunder.

The DAVA Agreement includes customary representations, warranties and covenants and consummation of the transaction is subject to certain conditions, including required regulatory approvals. The DAVA Agreement may be terminated by the mutual written agreement of the parties and, in certain cases, Qualitest or the selling shareholders.

The DAVA Agreement provides for certain indemnification rights of Qualitest in respect of breaches of representations, warranties and covenants, in each case subject to certain limitations.

The foregoing description of the DAVA Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 10.1 Agreement and Plan of Merger by and among Generics International (US), Inc. and certain parties listed therein, dated June 24, 2014


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