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EXHIBIT 2
Pre-Merger Endo Warrant
-----------------------
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE APPLICABLE STATE SECURITIES
OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS, THE "SECURITIES LAWS"). THE
SECURITIES REPRESENTED BY THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER
AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN THE WARRANT AGREEMENT (THE
"WARRANT AGREEMENT"), DATED AS OF JULY 17, 2000 (COPIES OF WHICH ARE ON FILE
WITH THE SECRETARY OF ENDO PHARMACEUTICALS HOLDINGS INC. (TOGETHER WITH ITS
SUCCESSORS, THE "COMPANY") AND WHICH WILL BE MAILED TO A HOLDER HEREOF WITHOUT
CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST
THEREFOR FROM SUCH HOLDER). THE HOLDER HEREOF, BY ACCEPTANCE OF THIS WARRANT,
AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH WARRANT AGREEMENT.
NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT PURSUANT TO THE
PROVISIONS OF SUCH WARRANT AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH
AGREEMENT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND THE
SECURITIES LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF
COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF THE
SECURITIES LAWS.
<PAGE>
EXERCISABLE ON OR AFTER THE EXERCISABILITY DATE
AND ON OR BEFORE JULY 7, 2003
No. WT-1 70,938,030 Warrants
Warrant Certificate
ENDO PHARMACEUTICALS HOLDINGS INC.
This Warrant Certificate certifies that Endo Pharma LLC, or registered
assigns, is the registered holder of Warrants expiring on or before July 7, 2003
(the "Warrants") to purchase shares of Common Stock, par value $.01 per share
(the "Common Stock"), of Endo Pharmaceuticals Holdings Inc., a Delaware
corporation (the "Company"). Each Warrant entitles the holder upon exercise to
receive from the Company on or after the Exercisability Date and on or before
5:00 p.m. New York City Time on July 7, 2003 (the six-month anniversary of the
Exercisability Date), (a) 0.416667 fully paid and nonassessable shares of Common
Stock (each such share, a "Warrant Share") in the event the Adjustment Event (as
defined in that certain Agreement and Plan of Merger, dated as of November 26,
1999, as may be amended and restated from time to time, by and among the
Company, Endo Inc., a Delaware corporation and wholly owned subsidiary of the
Company, and Algos Pharmaceutical Corporation, a Delaware corporation) has not
occurred prior to such time or (b) 0.250000 Warrant Shares in the event the
Adjustment Event has occurred prior to such time, in either case, at the initial
exercise price (the "Exercise Price") equal to $0.01 per share payable upon
surrender of this Warrant Certificate and payment of the Exercise Price in the
manner set forth in the Warrant Agreement, subject only to the conditions set
forth herein and in the Warrant Agreement referred to on the reverse hereof. The
Exercise Price and number of Warrant Shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain events as set
forth in the Warrant Agreement.
No Warrant may be exercised before the Exercisability Date or after
5:00 p.m., New York City Time, on July 7, 2003 and to the extent not exercised
by such time such Warrants shall become void.
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.
THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, Endo Pharmaceuticals Holdings Inc. has caused this
Warrant Certificate to be signed by an officer and by its Secretary, each by a
facsimile of his or her signature, and has caused a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
Dated: July 17, 2000
ENDO PHARMACEUTICALS HOLDINGS INC.
By: /s/ Carol A. Ammon
--------------------------
Name: Carol A. Ammon
Title: President & Chief Executive Officer
By: /s/ Jeffrey R. Black
--------------------------
Name: Jeffrey R. Black
Title: Secretary
Countersigned:
UNITED STATES TRUST COMPANY
OF NEW YORK,
as Warrant Agent
By: /s/ Glenn E. Mitchell
----------------------------
Name: Glenn E. Mitchell
Title: Vice President
<PAGE>
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring July 7, 2003, entitling the holder on
exercise to receive shares of Common Stock, par value $.01 per share, of the
Company (the "Common Stock"), and are issued or to be issued pursuant to a
Warrant Agreement dated as of July 17, 2000 (the "Warrant Agreement"), duly
executed and delivered by the Company to United States Trust Company of New
York, as warrant agent (the "Warrant Agent"), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants. A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company.
Warrants may be exercised at any time on or after the "Exercisability
Date" and on or before July 7, 2003. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate,
with the form of election to purchase set forth hereon properly completed and
executed, together with payment in the manner provided for in the Warrant
Agreement at the office of the Warrant Agent. In the event that upon any
exercise of Warrants evidenced hereby, the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
to the holder hereof or his, her or its assignee a new Warrant Certificate
evidencing the number of Warrants not exercised.
The Warrant Agreement provides that upon the occurrence of certain
events the number of Warrants set forth on the face hereof and the Exercise
Price may, subject to certain conditions, be adjusted. No fractions of a share
of Common Stock will be issued upon the exercise of any Warrant, but the Company
will pay the cash value thereof determined as provided in the Warrant Agreement.
Warrant Certificates, when surrendered at the office of the Warrant
Agent by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service
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charge, for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any tax or other governmental charge imposed in
connection therewith.
The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.
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<PAGE>
(To Be Executed upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive _________shares of Common
Stock and herewith tenders payment for such shares to the order of Endo
Pharmaceuticals Holdings Inc. in the amount of $______ payable in (select one or
more: (i) cash and/or (ii) pursuant to a Cashless Exercise) in accordance with
the terms hereof and of the Warrant Agreement. The undersigned requests that a
certificate for such shares be registered in the name of ___________________,
whose address is _____________ and that such shares be delivered to
_______________ whose address is ______________________. If said number of
shares is less than all of the shares of Common Stock purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares be registered in the name of __________________________,
whose address is ____________________________, and that such Warrant Certificate
be delivered to ___________________________, whose address is
________________________.
Signature:
Date:
Signature Guaranteed:
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SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS
The following exchanges of a part of this Global Warrant for certificated
Warrants have been made:
<TABLE>
<CAPTION>
Number of
Warrants of
Amount of Amount of this Global
decrease in increase in Warrant Signature of
Number of Number of following authorized
Date of Warrants of this Warrants of this such decrease officer of
Exchange Global Warrant Global Warrant or increase Warrant Agent
---------- ------------------ ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
</TABLE>
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