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ALGOS PHARMACEUTICAL CORPORATION
Special Meeting of Stockholders
(July 17, 2000)
This proxy is solicited on behalf of the Board of Directors for the Special
Meeting on Monday, July 17, 2000.
The undersigned hereby appoints Carol A. Ammon and Jeffrey R. Black as
proxies with the powers the undersigned would possess if personally present,
and with full power of substitution, to vote all common shares of the
undersigned in Algos at the special meeting of stockholders to be held at the
Sheraton Eatontown Hotel and Conference Center, 6 Industrial Way East,
Eatontown, New Jersey 07724 on Monday, July 17, 2000 at 10:00 a.m. (local
time), and at any adjournment of this special meeting, upon all subjects that
may properly come before the meeting, including the matters described in the
proxy statement/prospectus furnished with this proxy card, subject to any
directions indicated on the other side of the proxy card. If no directions are
given, the proxies will vote in accord with the Directors' recommendations on
the subjects listed on the other side of the proxy card. Please sign on the
other side and return promptly in the envelope provided. If you do not sign and
return a proxy card, vote by telephone or Internet, or attend the meeting and
vote by ballot, your shares will not be voted.
(Continued and to be signed on reverse side)
Form of Proxy Card-1
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[X] Please mark votes as in this example.
Your Board of Directors recommends a vote "FOR" item 1:
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<CAPTION>
FOR AGAINST ABSTAIN
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<C> <S> <C> <C> <C>
1. To approve and adopt the merger agreement in [_] [_] [_]
connection with the merger of Algos
Pharmaceutical Corporation with and into
Endo Inc., a newly formed, wholly owned
subsidiary of Endo Pharmaceuticals Holdings Inc.
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MARK HERE [_] IF YOU PLAN
TO ATTEND THE SPECIAL MEETING.
MARK HERE [_] IF YOU ELECT
TO RECEIVE NON-TRANSFERABLE
WARRANTS IN THE MERGER.
Signature: ______________________________________________________________
Title: __________________________________________________________________
Signature (if held jointly): ____________________________________________
Date: ___________________________________________________________________
Please sign this proxy as name(s) appears above and return it promptly
whether or not you plan to attend the meeting. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing. If you do attend the meeting and decide to vote by ballot,
that vote will supersede this proxy.
Form of Proxy Card-2
