THIS AGREEMENT is entered into as of the 30 of July 2010 and shall be deemed to be effective as of July 23, 2010 between
Endo Pharmaceuticals Inc., whose main offices are located at 100 Endo Boulevard, Chadds Ford, Pennsylvania 19317, for itself
and its subsidiaries, each of which shall be bound by this Agreement as if each had separately executed this Agreement
(collectively “Endo”), and Penwest Pharmaceuticals Co. located at 2981 Route 22, Patterson, NY 12563 ( “Penwest”).
WHEREAS, the parties hereto wish to explore a mutually beneficial relationship which may result in a merger, acquisition or
other consolidation of the businesses of the parties (the “Purpose”), and in so doing, may disclose to each other certain non-
public confidential and proprietary information pertaining to such possible business relationship, as set forth below.
WHEREAS, the parties hereto are parties to that Amended and Restated Strategic Alliance Agreement, dated as of April 2,
2002, as amended (the “Alliance Agreement”), pursuant to which each party is bound by confidentiality obligations as set forth
in Section 10.1 and 10.2 thereof.
NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:
For purposes of this Agreement, “Confidential Information” shall mean all non-public and proprietary information that one
party has learned of or become aware of or has been or will be disclosed by one party, or one of its Affiliates or
Representatives, to the other party, or one of its Affiliates or Representatives, in connection with the Purpose, whether set
forth orally or in writing which may relate to among other things, their respective business interests, technical information,
clinical data, product specifications, product development plans and ideas, marketing plans and ideas, manufacturing
information or business operations. “Confidential Information” shall also include the substance of the recent discu