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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g-3

February 28, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance


Endo Health Solutions Inc., Endo International Limited and Paladin Labs, Inc.
Incoming letter dated February 27, 2014

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

  • The Transactions will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and New Endo will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
  • New Endo may take into account Endo's reporting history under the Exchange Act in determining its eligibility to use Form S-3. Endo's reporting history under the Exchange Act may also be used in determining whether New Endo:
    (1) "meets the requirements for use of Form S-3" within the meaning of Form S-4; and (2) "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
  • Endo's Exchange Act reporting history may be taken into account when determining New Endo's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
  • Average weekly reported trading volume in Endo common shares during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of New Endo ordinary shares that may be sold pursuant to Rule 144(e).
  • New Endo may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.


Michael J. Reedich
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/04/2014