EX-4.5



 




Exhibit
4.5









JPMorgan Chase Bank, National Association

London Branch

P.O. Box 161

60 Victoria Embankment,

London EC4Y 0JP

England




Confirmation of OTC Warrant Transaction




	 	 	 
	Date:

	 	March 1, 2007
	 
	 	 
	To:

	 	Mylan Laboratories Inc.
(“Counterparty”)
	 
	 	 
	From:

	 	JPMorgan Chase Bank, National
Association, London Branch (“JPM”)






JPM Reference: 2725356




 




Dear Sir / Madam:




     The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and
conditions of the above-referenced transaction entered into between Counterparty and JPM on the
Trade Date specified below (the “Transaction”). This Confirmation constitutes a
“Confirmation” as referred to in the Agreement specified below.



     The definitions and provisions contained in the 2000 ISDA Definitions (the “Swap
Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions” and, together with the Swap Definitions, the “Definitions”), in each case
as published by the International Swaps and Derivatives Association, Inc., are incorporated into
this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity
Definitions, the Equity Definitions will govern, and in the event of any inconsistency between the
Definitions and this Confirmation, this Confirmation will govern. References herein to a
“Transaction” shall be deemed to be references to a “Share Option Transaction” for the purposes of
the Equity Definitions and to a “Swap Transaction” for the purposes of the Swap Definitions. For
purposes of this Transaction, “Warrant Style”, “Warrant Type”, “Number of Warrants” and “Warrant
Entitlement” (each as defined below) shall be used herein as if such terms were referred to as
“Option Style”, “Option Type”, “Number of Options” and “Option Entitlement”, respectively, in the
Definitions.



     This Confirmation evidences a complete binding agreement between you and us as to the terms of
the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to
the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the
ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or
“Agreement”) as if we had executed an agreement in such form (but without any Schedule and
with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade
Date. In the event of any inconsistency between the provisions of that Agreement and this
Confirmation, this Confirmation will prevail for the purpose of this Transaction. The parties
hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction
subject to and governed by the Agreement.



     The terms of the particular Transaction to which this Confirmation relates are as follows:



JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746. Registered

Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority




 









 










	 	 	 
	General Terms:
	 	 
	 
	Trade Date:

	 	March 1, 2007
	 
	 	 
	Effective Date:

	 	March 7, 2007 (the
“scheduled Effective Date”)
subject to cancellation of the OTC Warrant
Transaction prior to 5:00 p.m. (New York City
time) on such date by the Counterparty or JPM.
	 
	 	 
	Warrant Style:

	 	European
	 
	 	 
	Warrant Type:

	 	Call
	 
	 	 
	Seller:

	 	Counterparty
	 
	 	 
	Buyer:

	 	JPM
	 
	 	 
	Shares:

	 	Shares of common stock, $0.50 par value, of
Counterparty (Security Symbol: “MYL”).
	 
	 	 
	Number of Warrants:

	 	 12,263,103
	 
	 	 
	Daily Number of Warrants:

	 	For any day, the unexercised Number of
Warrants on such day divided by the remaining
number of Expiration Dates (including such
day) and rounded down to the nearest whole
number, with the balance of the Number of
Warrants exercised on the final Expiration
Date.
	 
	 	 
	Warrant Entitlement:

	 	One (1) Share per Warrant
	 
	 	 
	Strike Price:

	 	 $31.20
	 
	 	 
	Premium:

	 	 $20,790,000
	 
	 	 
	Premium Payment Date:

	 	The Effective Date; provided no cancellation
of the OTC Warrant Transaction has occurred
prior to 5:00 p.m. (New York City time) on
such date.
	 
	 	 
	Exchange:

	 	New York Stock Exchange
	 
	 	 
	Related Exchange(s):

	 	All Exchanges
	 
	 	 
	Full Exchange Business Day:

	 	A Scheduled Trading Day that has a scheduled
closing time for its regular trading session
at 4:00 p.m. (New York City time) or the then
standard closing time for regular trading on
the Exchange and is not a Disrupted Day.
	 
	 	 
	Procedures for Exercise:
	 	 
	 
	 	 
	Expiration Time:

	 	11:59 p.m. (New York City time).
	 
	 	 
	Expiration Dates:

	 	The eighty (80) consecutive Full Exchange
Business Days beginning on and including April
17, 2012 each shall be an Expiration Date for
a number of Warrants equal to the Daily Number
of Warrants on such date.
	 
	 	 
	Exercise Dates:

	 	Each Expiration Date
	 
	 	 
	Automatic Exercise:

	 	Applicable; provided that Section 3.4(b) of
the Equity Definitions shall apply to Net
Physical Settlement; and provided further
that, unless all Warrants have






2









 










	 	 	 
	 

	 	been previously exercised hereunder, a number of Warrants for each Expiration
Date equal to the Daily Number of Warrants for such Expiration Date shall be
deemed to be automatically exercised.
	 
	 	 
	Counterparty’s Telephone
Number and Telex and/or
Facsimile Number and
Contact Details for purpose
of Giving Notice:

	 	


Mylan Laboratories Inc.
1500
Corporate Drive, Canonsburg, PA 15317

Attention:               Edward J. Borkowski

Telephone No.:      724-514-1870

Facsimile No.:        724-514-1871
	 
	 	 
	 

	 	JPMorgan Chase Bank, National Association

277 Park Avenue, 11th Floor

New York, NY 10172

Attention: Eric Stefanik, Operations Analyst

EDG Corporate Marketing

Facsimile No.: +1 212 622 5814

Telephone No.: +1 212 622 8534
	Valuation:
	 	 
	 
	 	 
	Valuation Dates:

	 	Each Exercise Date
	 
	 	 
	Settlement Terms:
	 	 
	 
	 	 
	Cash Settlement:

	 	Applicable; provided that it shall be a condition of
Counterparty’s right to elect Cash Settlement that on
the date of the Cash Settlement election, none of
Counterparty, its directors, executive officers, or any
person controlling, or exercising influence over, its
decision to elect Cash Settlement is in possession of
any material non-public information with respect to
Counterparty or the Shares. If Counterparty elects to
settle the Transaction by Cash Settlement, Counterparty
represents and agrees that:
	 
	 	 
	 

	 	(i) Counterparty is not, on the date of the Cash Settlement election,
and will not be, on any day during the period from and including the
first Expiration Date to and including the final Expiration Date,
engaged in a distribution, as such term is used in Regulation M under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); and
	 
	 	 
	 

	 	(ii) during the period from and including the first Expiration Date
to and including the final Expiration Date, without the prior written
consent of JPM, the Counterparty shall not, and shall cause its
affiliates and affiliated purchasers (each as defined in Rule 10b-18
under the Exchange Act) not to, directly or indirectly (including,
without limitation, by means of a derivative instrument) purchase,
offer to purchase, place any bid or limit order that would effect a
purchase of, or commence any tender offer relating to, any Shares (or
equivalent interest, including a unit of beneficial interest in a
trust or limited partnership or a depository share) or any security
convertible into or exchangeable for the Shares.






3









 









	 	 	 
	Settlement Currency:

	 	USD
	 
	 	 
	Settlement Price:

	 	For each Valuation Date, the Volume Weighted Average Price of the Shares (“VWAP”) calculated
from 9:45 a.m. to 3:45 p.m., as observed under the heading Bloomberg VWAP on Bloomberg page
MYL.N <equity> VAP (or any successor thereto) (or if such volume-weighted average price
is unavailable, the market value of one Share on such Valuation Date, as determined by the
Calculation Agent); provided that if the scheduled weekday closing time of the Exchange for any
Valuation Date is later than 4:00 p.m. (without regard to after hours or any other trading
outside of the regular trading session hours) the VWAP shall be calculated for such Valuation
Date from 9:45 a.m. until 15 minutes prior to such later closing time of the Exchange.
	 
	 	 
	 

	 	Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) in its
entirety with “(ii) and Exchange Disruption, or” and inserting immediately following clause
(iii) the phrase “; in each case that the Calculation Agent determines is material.”
	 
	 	 
	Cash Settlement Payment Date:

	 	With respect to each Valuation Date, three (3) Currency Business Days after the final Valuation
Date.
	 
	 	 
	Settlement Method Election:

	 	Applicable with respect to Cash Settlement or Net Physical Settlement only.
	 
	 	 
	Electing Party:

	 	Counterparty
	 
	 	 
	Cash Settlement Method 

Election Date:

	 	
The tenth (10th) Scheduled Trading Day immediately preceding the first Expiration
Date.
	 
	 	 
	Default Settlement Method:

	 	Net Physical Settlement
	 
	 	 
	Net Physical Settlement:

	 	In the event that the Counterparty elects to settle this Transaction by Net Physical
Settlement, subject to subject to “Conditions Relating to Net Physical Settlement” below,
Counterparty shall deliver to JPM on the Settlement Date a number of
Shares (the “Delivered
Shares”) equal to the Share Delivery Quantity,
provided that in the event that the number of
Shares calculated comprises any fractional Share, the Share Delivery Quantity shall be rounded
up or down to the nearest integral number of Shares, only whole Shares shall be delivered and
an amount in cash equal to the value of such fractional share shall be payable by the
Counterparty to JPM in lieu of such fractional Share.
	 
	 	 
	Share Delivery Quantity:

	 	For each Exercise Date, a number of Shares, as calculated by the Calculation Agent, equal to
the Net Physical Settlement Amount for such Exercise Date divided by the Settlement Price on
the Valuation Date in respect of such Settlement Date plus an amount in cash in lieu of any
fractional shares (based on the applicable Settlement Price).
	 
	 	 
	Net Physical Settlement Amount:

	 	For any Exercise Date, an amount equal to the product of (i) the Number of Warrants being
exercised on the relevant Exercise Date, (ii) the Strike Price Differential for such Exercise
Date and (iii) the Warrant Entitlement.
	 
	 	 
	Strike Price Differential:

	 	For any Valuation Date, (i) if the Settlement Price is greater than the Strike Price, an amount
equal to the excess of such Settlement Price over the Strike Price for such Valuation Date or
(ii) if such Settlement Price is less than or equal to the Strike Price, zero.






4









 











	 	 	 
	Settlement Date:

	 	Settlement with respect to each Exercise Date shall occur on the third (3rd) Full
Exchange Business Day following the final Valuation Date, provided that JPM shall have the
right to request by prior written notice to Counterparty a Settlement Date with respect to any
Exercise Date and the related Share Delivery Quantity that is three (3) Full Exchange Business
Days following such Exercise Date. Such request shall not unreasonably be denied.
	 
	 	 
	Conditions Relating to Net
Physical Settlement:

	 	
If, on or before the 30th Business Day following delivery of Shares hereunder, JPM
notifies the Counterparty that JPM has reasonably determined after advice from counsel that
there is a considered risk that such Shares are subject to restrictions on transfer in the
hands of JPM pursuant to the rules and regulations promulgated under the Securities Act of
1933, as amended (“Securities Act”), then Counterparty shall either (i) deliver Shares that are
covered by an effective registration statement of Counterparty for immediate resale by JPM or
(ii) agree to deliver additional Shares in the amount and manner specified in sub-paragraph (B)
or (C), as applicable, hereto.
	 
	 	 
	 

	 	(A) If Counterparty elects to deliver Shares as described in above
clause (i), then promptly following such notification from JPM
	 
	 	 
	 

	 	(a) Counterparty shall afford JPM a reasonable opportunity to conduct
a due diligence investigation with respect to Counterparty that is
customary in scope for underwritten offerings of equity securities
registered for resale;
	 
	 	 
	 

	 	(b) Counterparty shall promptly file and use commercially reasonable
efforts to obtain the effectiveness of a registration statement for
immediate resale (the “Registration Statement”) in form and
content reasonably satisfactory to JPM and filed pursuant to Rule 415
under the Securities Act, and such prospectuses as JPM may reasonably
request to comply with the applicable prospectus delivery
requirements (the “Prospectus”) for the resale by JPM of such
number of Shares as JPM shall reasonably specify in accordance with
this paragraph, such Registration Statement to be effective and
Prospectus to be current until the earliest of the date on which (1)
all Delivered Shares have been sold by JPM, (2) JPM has advised
Counterparty that it no longer requires that such Registration
Statement be effective, (3) all remaining Delivered Shares could be
sold by JPM without registration pursuant to Rule 144 promulgated
under the Securities Act (the “Registration Period”) or (4)
Counterparty has provided a legal opinion of nationally recognized
counsel in form and substance satisfactory to JPM (with customary
assumptions and exceptions) that the Shares issuable upon exercise of
these Warrants will be freely tradable under the Securities Act upon
delivery to JPM and not subject to any legend restricting
transferability. It is understood that the Registration Statement
and Prospectus may cover a number of Shares equal to the aggregate
number of Shares (if any) reasonably estimated by JPM to be
potentially deliverable by Counterparty in connection with Net
Physical Settlement hereunder (not to exceed the Maximum Deliverable
Share Amount) and shall be subject to the same suspension of sales
during “blackout dates” as provided in the following paragraph; and
	 
	 	 
	 

	 	(c) Counterparty will enter into a registration rights agreement with
JPM in form and substance reasonably acceptable to JPM and
Counterparty (“Registration Rights Agreement”), which
agreement will contain among other things, customary representations
and warranties and indemnification, restrictions on sales during
“blackout dates”, provide for delivery of comfort letters, opinions
of counsel, due diligence rights and other rights relating to the
registration of a






5









 










	 	 	 
	 

	 	number of Shares equal to the number of Delivered Shares and other
Shares deliverable hereunder up to the Maximum Deliverable Share
Amount.
	 
	 	 
	 

	 	(d) Counterparty shall promptly pay to JPM a $0.04 per Share fee with
all Shares delivered in connection with Net Physical Settlement
pursuant to a Registration Statement.
	 
	 	 
	 

	 	(B) If Counterparty elects to deliver Shares as described in above
clause (ii), then promptly following such notification from JPM
	 
	 	 
	 

	 	(a) Counterparty shall afford JPM and any potential institutional
purchaser of any Shares identified by JPM a reasonable opportunity to
conduct a due diligence investigation with respect to Counterparty
that is customary in scope for private placements of equity
securities by a publicly reporting company (if Counterparty is a
publicly reporting company at such time) to institutional purchasers
subject to execution of any customary confidentiality agreements;
	 
	 	 
	 

	 	(b) Counterparty shall enter into an agreement (a “Private
Placement Agreement”) with JPM on commercially reasonable terms
in connection with the private placement of such Shares by
Counterparty to JPM or an affiliate and the private resale of such
shares by JPM or such affiliate, substantially similar to private
placement purchase agreements customary for private placements of
equity securities by a publicly reporting company (if Counterparty is
a publicly reporting company at such time) to institutional
purchasers, in form and substance commercially reasonably
satisfactory to JPM and Counterparty, which Private Placement
Agreement shall include reasonable and customary provisions relating
to the indemnification of, and contribution in connection with the
liability of, JPM and its affiliates, shall provide for the payment
by Counterparty of all reasonable expenses in connection with such
resale, including all reasonable and documented fees and expenses of
counsel for JPM, shall contain representations, warranties and
agreements of Counterparty reasonably necessary or advisable to
establish and maintain the availability of an exemption from the
registration requirements of the Securities Act for such resales, and
shall use reasonable best efforts to provide for the delivery of
accountants’ “comfort letters” to JPM or such affiliate with respect
to the financial statements and certain financial information
contained in or incorporated by reference into any offering
memorandum prepared for the resale of such Shares;
	 
	 	 
	 

	 	(c) JPM shall sell the Delivered Shares in a commercially reasonable
manner, in good faith and in accordance with the terms and
limitations set forth in the Private Placement Agreement until the
amount received by JPM for the sale of the Shares (the “Proceeds
Amount”) is equal to the Net Physical Settlement Amount. Any
remaining Delivered Shares shall be returned to Counterparty. If the
Proceeds Amount is less than the Net Physical Settlement Amount,
Counterparty shall promptly deliver upon notice from JPM additional
Shares to JPM until the dollar amount from the sale of such Shares by
JPM equals the difference between the Net Physical Settlement Amount
and the Proceeds Amount. In no event shall Counterparty be required
to deliver to JPM a number of Shares greater than the Maximum
Deliverable Share Amount.
	 
	 	 
	 

	 	(C) Notwithstanding the foregoing: (I) if Counterparty has elected to
deliver Shares as described in clause (i) above and either (a)
Counterparty does not provide for the sale of the Shares under the
Registration Statement as provided in the Registration Rights
Agreement or (b) some Shares cannot be registered under the
Registration Statement due to Rule 415(a)(4) under the Securities
Act, then the provisions of sub-paragraph (B) shall apply to the
extent Counterparty






6









 










	 	 	 
	 

	 	has not satisfied its obligations hereunder by the delivery of Shares pursuant
to sub-paragraph (A). (II) If sub-paragraph (B) is applicable and Counterparty
fails to satisfy its obligations under such sub-paragraph (B), then
Counterparty may deliver unregistered Shares of equivalent value to the Net
Physical Settlement Amount (or, if applicable, the unsatisfied portion
thereof). The value of any unregistered Shares so delivered shall be
discounted to reflect an appropriate liquidity discount (determined by JPM in a
commercially reasonable manner). (III) If some or all of the Delivered Shares
cannot be used to close out stock loans in the shares of Counterparty entered
into to establish or maintain short positions by JPM in connection with this
Transaction without a prospectus being required by applicable law to be
delivered to such lender, then the value of any such Delivered Shares shall
reflect an additional discount as determined by JPM in good faith and in a
commercially reasonable manner and the number of Shares deliverable shall be
correspondingly increased, except where, pursuant to paragraph (A)(d) above, a
$0.04 fee has been paid or is payable in respect of such Delivered Shares. JPM
and Counterparty agree that actual damages would be difficult to ascertain
under these circumstances and that the amount of liquidated damages resulting
from the determination in the preceding sentence is a good faith estimate of
such damages and not a penalty. In no event shall Counterparty be required to
top-up any delivery in cash or deliver to JPM a number of Shares greater than
the Maximum Deliverable Share Amount.
Limitations on Net Physical
	 
	 	 
	Settlement by Counterparty:

	 	Notwithstanding anything herein or in the
Agreement to the contrary, the number of
Shares that may be delivered at settlement
by Counterparty shall not exceed the
product of 2.0 times the initial Number of
Warrants at any time (“Maximum Deliverable
Share Amount”), as adjusted by the
Calculation Agent to account for any
subdivision, stock-split, reclassification
or similar dilutive event with respect to
the Shares.
	 
	 	 
	 

	 	Counterparty represents and warrants that
the number of Available Shares as of the
Trade Date is greater than the Maximum
Deliverable Share Amount. Counterparty
covenants and agrees that (i) Counterparty
shall not take any action of corporate
governance or otherwise to reduce the
number of Available Shares below the
Maximum Deliverable Share and (ii)
Counterparty shall use its reasonable
efforts to cause the number of Available
Shares at all times to be greater than the
Maximum Deliverable Share Amount.
	 
	 	 
	 

	 	For this purpose,
“Available Shares” means
the number of Shares Counterparty currently
has authorized (but not issued and
outstanding) less the maximum number of
Shares that may be required to be issued by
Counterparty in connection with stock
options, convertibles, and other
commitments of Counterparty that may
require the issuance or delivery of Shares
in connection therewith.
	 
	 	 
	Dividends:
	 	 
	 
	 	 
	Dividends:

	 	If at any time during the period from and
including the Trade Date, to but excluding
the final Expiration Date, an ex-dividend
date for a cash dividend occurs with
respect to the Shares (an “Ex-Dividend
Date”), and that dividend is different from
the Regular Dividend on a per Share basis,
then the Calculation Agent will, in its
reasonable discretion, adjust the Strike
Price, the Number of Warrants, the Daily
Number of Warrants, the Warrant Entitlement
and any other variable it deems appropriate
to preserve the fair value of the Warrant
after taking into account such dividend.






7









 










	 	 	 
	Regular Dividend:

	 	Initially USD 0.06 per Share per quarter in
respect of the Shares. In the event that,
in any quarter, a regular quarterly
Ex-Dividend Date occurs for which the
amount of the corresponding cash dividend
is different (the “New Dividend Amount”)
from the Regular Dividend or no Ex-Dividend
Date occurs (in which case the New Dividend
Amount shall be zero), then following the
adjustment by the Calculation Agent
pursuant to “Dividends” above, the Regular
Dividend shall equal the New Dividend
Amount.
	 
	 	 
	Extraordinary Dividends:

	 	Any dividend other than Regular Dividends.
For the avoidance of doubt, if more than
one Ex-Dividend Date occurs in a quarter,
the Calculation Agent shall designate any
cash dividend other than a Regular Dividend
as an Extraordinary Dividend and will, in
its reasonable discretion, adjust the
Strike Price, the Number of Warrants, the
Daily Number of Warrants, the Warrant
Entitlement and any other variable it deems
appropriate to preserve the fair value of
the Warrant after taking into account such
dividend.
	 
	 	 
	Adjustments:
	 	 
	 
	 	 
	Method of Adjustment:

	 	Calculation Agent Adjustment
	 
	 	 
	Extraordinary Events:
	 	 
	 
	 	 
	Consequences of Merger Events:

	 	(a) Share-for-Share: Cancellation and
Payment (subject to satisfaction by
delivery of Shares as set forth in “Early
Termination” below).
	 
	 	 
	 

	 	(b) Share-for-Other: Cancellation and Payment (subject to
satisfaction by delivery of Shares as set forth in “Early
Termination” below).
	 
	 	 
	 

	 	(c) Share-for-Combined: Cancellation and Payment (subject to
satisfaction by delivery of Shares as set forth in “Early
Termination” below).
	 
	 	 
	Tender Offer:

	 	Applicable
	 
	 	 
	Consequences of Tender Offers:

	 	(a) Share-for-Share: Cancellation and
Payment (subject to satisfaction by
delivery of Shares as set forth in “Early
Termination” below).
	 
	 	 
	 

	 	(b) Share-for-Other: Cancellation and Payment (subject to
satisfaction by delivery of Shares as set forth in “Early
Termination” below).
	 
	 	 
	 

	 	(c) Share-for-Combined: Cancellation and Payment (subject to
satisfaction by delivery of Shares as set forth in “Early
Termination” below).
	 
	 	 
	Nationalization, Insolvency 

or Delisting:

	 	
Cancellation and Payment (subject to
satisfaction by delivery of Shares as set
forth in “Early Termination” below). In
addition to the provisions of Section
12.6(a)(iii) of the Equity Definitions, it
will also constitute a Delisting if the
Exchange is located in the United States
and the Shares are not immediately
re-listed, re-traded or re-quoted on any
of the New York Stock Exchange, the
American Stock Exchange or the NASDAQ
National Market System (or their
respective successors, including without
limitation the NASDAQ Global Market and
NASDAQ Global Select Market); if the
Shares are immediately re-listed,
re-traded or re-quoted on any such
exchange or quotation system, such
exchange or quotation system shall
thereafter be deemed to be the Exchange.






8









 










	 	 	 
	Determining Party:

	 	As specified under “Early Termination”
	 
	 	 
	 

	 	For the avoidance of doubt, with respect
to any Extraordinary Events hereunder,
upon the occurrence of Cancellation and
Payment in whole or in part, the parties
agree that, notwithstanding anything to
the contrary in the Equity Definitions,
the provisions set forth in the Early
Termination section below shall apply.
	 
	 	 
	Additional Disruption Events:
	 	 
	 
	 	 
	Change in Law:

	 	Applicable
	 
	 	 
	Failure to Deliver:

	 	Not Applicable
	 
	 	 
	Insolvency Filing:

	 	Applicable
	 
	 	 
	Hedging Disruption Event:

	 	Applicable
	 
	 	 
	Increased Cost of Hedging:

	 	Not Applicable
	 
	 	 
	Loss of Stock Borrow:

	 	Applicable; Section 12.9(b)(iv) of the
Equity Definitions is hereby amended by
deleting the text from and including “(A)”
to and including “(B)” and by deleting the
words “in each case”.
	 
	 	 
	Maximum Stock Loan Rate:

	 	 1.0%
	 
	 	 
	Increased Cost of Stock Borrow:

	 	Applicable; provided that it shall be a
condition to Counterparty’s right to make
the election described in clause (C) of
Section 12.9(b)(v) of the Equity
Definitions that on the date of such
election, none of Counterparty, its
directors, executive officers, or any
person controlling, or exercising
influence over, its decision to make such
election is in possession of any material
non-public information with respect to
Counterparty or the Shares; and provided
further that, if Counterparty timely makes
the election described in clause (A) or
(B) of Section 12.9(b)(v) of the Equity
Definitions, Counterparty shall thereafter
remain entitled to terminate the
Transaction pursuant to Section 12.9(b)(v)
of the Equity Definitions upon two
Scheduled Trading Days’ notice to JPM.
Section 12.9(b)(v) of the Equity
Definitions is hereby amended by deleting
the text from and including “(X)” to and
including “(Y)”.
	 
	 	 
	Initial Stock Loan Rate:

	 	 0.25%
	 
	 	 
	Hedging Party:

	 	JPM
	 
	 	 
	Determining Party:

	 	As specified under “Early Termination”
	 
	 	 
	Non-Reliance:

	 	Applicable
	 
	 	 
	Agreements and
Acknowledgments Regarding
Hedging Activities:

	 	
Applicable
	 
	 	 
	Additional Acknowledgments:

	 	Applicable
	 
	 	 
	Other Provisions:
	 	 






9









 










	 	 	 
	Additional Agreements:

	 	If Counterparty would be obligated (but
for the provisions of this paragraph) to
pay cash to JPM pursuant to the terms of
this Agreement for any reason, then such
payment obligation may be satisfied by the
delivery to JPM of a number of Shares
(whether registered or unregistered)
having a cash value equal to the amount of
such payment obligation (such number of
Shares to be delivered to be determined by
the Calculation Agent to determine the
number of Shares that could be sold by JPM
over a reasonable period of time to
realize the cash equivalent of such
payment obligation taking into account any
applicable discount (determined by the
Calculation Agent) to reflect any
restrictions on transfer as well as the
market value of the Shares). Settlement
relating to any delivery of Shares
pursuant to this paragraph shall occur
within a reasonable period of time. The
number of Shares delivered pursuant to
this paragraph shall not exceed the
Maximum Deliverable Share Amount and shall
be subject to the provisions set forth in
subsection (c) under “Additional
Agreements, Representations and Covenants
of Counterparty, etc.” below.
	 
	 	 
	Early Termination:

	 	Notwithstanding Section 6(e) of the
Agreement or Sections 12.7 or 12.8 of the
Equity Definitions, if, with respect to
the Transaction contemplated hereunder,
(A) an Early Termination Date with respect
to any Event of Default or any Termination
Event, (B) a Merger Date with respect to
any Merger Event or Tender Offer Date with
respect to a Tender Offer, (C) a Closing
Date with respect to an event described in
Section 12.6 of the Equity Definitions, or
(D) date as of which the Transaction is,
or is deemed to have been, terminated or
cancelled as a result of an applicable
Additional Disruption Event (any such
date, the “Relevant Date”) shall occur,
then in lieu of calculating any payments
hereunder pursuant to Section 6(e) of the
Agreement or Sections 12.7 or 12.8 of the
Equity Definitions, as applicable, (if a
calculation under such sections would
otherwise be required), the Calculation
Agent shall determine in a commercially
reasonable manner, the number of Shares
deliverable by Counterparty to JPM on the
following basis:
	 
	 	 
	 

	 	(1) such Relevant Date shall be the sole Exercise Date hereunder and
Automatic Exercise shall be applicable to the unexercised Number of
Warrants (the “Unexpired Number”);
	 
	 	 
	 

	 	(2) the Settlement Method shall be Net Share Settlement;
	 
	 	 
	 

	 	(3) Counterparty shall deliver to JPM the Net Share Settlement Amount
on the Settlement Date with respect to such Relevant Date (“Early
Termination Stock Settlement”); provided that, if Counterparty is
delivering Shares as a result of a Merger Event, the Settlement Date
for such delivery will be immediately prior to the effective time of
the Merger Event and the Shares will be deemed delivered at such time
such that JPM will be a holder of the Shares prior to such effective
time;
	 
	 

	 	(4) Net Share Settlement Amount shall mean (subject to the Maximum
Deliverable Share Amount) a number of Shares equal to the sum of (A)
the Share Delivery Quantity (as defined herein) and (B) the product
of (x) the additional Shares per Warrant (the “Additional
Shares”) determined by reference to the table attached as Annex A
hereto based on the date on which such Relevant Date occurs and the
VWAP Price on such date, (y) the Unexpired Number, and (z) the
Warrant Entitlement;
	 
	 	 
	 

	 	(5) with respect to the determination of Additional Shares, if the
actual VWAP Price is between two VWAP Price amounts in the table or
the Relevant Date is between two Relevant Dates in the table, the
Additional Shares shall be






10









 










	 	 	 
	 

	 	determined by a straight-line interpolation between the number of
Additional Shares set forth for the next higher and next lower VWAP
Price amounts and the two nearest Relevant Dates, as applicable,
based on a 365-day year; and
	 
	 	 
	 

	 	(6) with respect to any adjustment to the terms of the Transaction,
the Calculation Agent, shall correspondingly adjust the Additional
Shares and/or the VWAP Prices (each as set forth in the table in
Annex A hereto) as of any date of such adjustments; provided, for the
avoidance of doubt, that any such adjustments shall be made
consistently with the applicable provisions of this Confirmation and
the Equity Definitions. For the avoidance of doubt, any calculations
made by the Calculation Agent with respect to this Transaction
pursuant to Section 11.2(c), Section 12.2(d) or Section 12.3(c) of
the Equity Definitions may take into account the Calculation Agent’s
determination of the fair market value of the Shares under the then
prevailing circumstances.
	 
	 	 
	 

	 	On or prior to the Relevant Date, if so requested by JPM upon advice
of counsel, Counterparty shall (subject to its right to make the
election described in the immediately succeeding paragraph) enter
into a registration rights agreement with JPM in form and substance
reasonably acceptable to JPM and Counterparty (which agreement will
contain among other things, reasonable customary representations and
warranties and indemnification, restrictions on sales during
“blackout dates”, and provide for delivery of comfort letters,
opinions of counsel, due diligence rights and other customary rights)
and Counterparty shall satisfy the conditions contained therein and
Counterparty shall file and use its commercially reasonable efforts
to obtain the effectiveness a Registration Statement pursuant to Rule
415 under the Securities Act. If and when such Registration
Statement shall have been declared effective by the Securities and
Exchange Commission, Counterparty shall have made available to JPM
such Prospectuses as JPM may reasonably request to comply with the
applicable prospectus delivery requirements for the resale by JPM of
such number of Shares as JPM shall specify (or, if greater, the
number of Shares that Counterparty shall specify). Such Registration
Statement shall be effective and Prospectus shall be current until
the earliest of the date on which (i) all Shares delivered by
Counterparty in connection with an Early Termination Date, (ii) JPM
has advised Counterparty that it no longer requires that such
Registration Statement be effective, (iii) all remaining Shares could
be sold by JPM without registration pursuant to Rule 144 promulgated
under the Securities Act (the “Termination Registration
Period”) or (iv) Counterparty has provided a legal opinion of
nationally recognized counsel in form and substance satisfactory to
JPM (with customary assumptions and exceptions) that the Shares
issuable upon exercise of these Warrants will be freely tradable
under the Securities Act upon delivery to JPM and not subject to any
legend restricting transferability. It is understood that the
Registration Statement and Prospectus will cover a number of Shares
equal to the number of Shares plus the aggregate number of Shares (if
any) reasonably estimated by JPM to be potentially deliverable by
Counterparty in connection with Early Termination Stock Settlement
hereunder, but in no event exceeding the Maximum Deliverable Share
Amount. On each day during the Termination Registration Period
Counterparty shall represent that each of its filings under the
Securities Act, the Exchange Act or other applicable securities laws
that are required to be filed have been filed and that, as of the
respective dates thereof and as of the date of this representation,
they do not contain any untrue statement of a material fact or
omission of a material fact required to be stated therein or
necessary to make the statements made, in the light of the
circumstances under which they were made, not misleading.






11









 










	 	 	 
	 

	 	If Counterparty elects not to deliver Shares subject to an effective Registration Statement
(or if some or all of the Shares delivered cannot be used to close out stock loans in the
shares of Counterparty entered into to establish or maintain short positions by JPM in
connection with this Transaction without a prospectus being required by applicable law to be
delivered to such lender), the provisions of sub-paragraphs (B) and (C) set forth above under
“Conditions Relating to Net Physical Settlement” shall apply, mutatis mutandis, as if the Net
Physical Settlement Amount were the Transaction Early Termination
Amount. “Transaction Early
Termination Amount” means the Net Share Settlement Amount multiplied by the Settlement Price.
In no event shall Counterparty be required to deliver to JPM a number of Shares greater than
the Maximum Deliverable Share Amount.
	 
	 	 
	Compliance With Securities Laws:

	 	Counterparty represents and agrees that it has complied, and will comply, in connection with
this Transaction and all related or contemporaneous sales and purchases of Shares, with the
applicable provisions of the Securities Act, the Exchange Act and the rules and regulations
promulgated thereunder, including, without limitation, Rule 10b-5 and 13e and Regulation M
under the Exchange Act.
	 
	 	 
	 

	 	Each party acknowledges that the offer and sale of the Transaction to it is intended to be
exempt from registration under the Securities Act by virtue of Section 4(2) thereof.
Accordingly, each party represents and warrants to the other party that (i) it has the
financial ability to bear the economic risk of entering into the Transaction and is able to
bear a total loss of its investment, (ii) it is an “accredited investor” as that term is
defined in Regulation D as promulgated under the Securities Act and (iii) the disposition of
this Transaction and the Shares is restricted under this Confirmation, the Securities Act and
state securities laws.
	 
	 	 
	 

	 	Counterparty further represents and warrants that:
	 
	 	 
	 

	 	(a) Counterparty is not entering into this Transaction to create
actual or apparent trading activity in the Shares (or any security
convertible into or exchangeable for Shares) or to raise or depress
or otherwise manipulate the price of the Shares (or any security
convertible into or exchangeable for Shares);
	 
	 	 
	 

	 	(b) Counterparty represents and acknowledges that as of the date
hereof and without limiting the generality of Section 13.1 of the
Equity Definitions, JPM is not making any representations or
warranties with respect to the treatment of the Transaction under
FASB Statements 149 or 150, EITF Issue No. 00-19 (or any successor
issue statements) or under FASB’s Liabilities & Equity Project;
	 
	 	 
	 

	 	(c) Counterparty is not, and after giving effect to the Transaction
contemplated hereby, will not be, an “investment company” as such
term is defined in the Investment Company Act of 1940, as amended.
	 
	 	 
	 

	 	(d) As of the Trade Date and each date on which a payment or delivery
is made by Counterparty hereunder, (i) the assets of Counterparty at
their fair valuation exceed the liabilities of Counterparty,
including contingent liabilities; (ii) the capital of Counterparty is
adequate to conduct its business; and (iii) Counterparty has the
ability to pay its debts and other obligations as such obligations
mature and does not intend to, or believe that it will, incur debt or
other obligations beyond its ability to pay as such obligations
mature.
	 
	 	 
	Account Details:

	 	Account for payments to Counterparty:






12









 










	 	 	 
	 

	 	               Huntington National Bank
	 

	 	               ABA#:
	 

	 	               A/C Name: Mylan Laboratories Inc.
	 

	 	               A/C: 01411114335
	 
	 	 
	 

	 	Account for payments to JPM:
	 
	 	 
	 

	 	               JPMorgan Chase Bank, National Association,
	 

	 	               New York
	 

	 	               ABA#: 021-000-021
	 

	 	               FAO: JPMorgan Chase Bank, National Association -

	 

	 	               London
	 

	 	               A/C: 0010962009 CHASUS33
	 
	 	 
	 

	 	Account for delivery of Shares to JPM: DTC 060
	 
	 	 
	Agreement Regarding Shares:

	 	Counterparty agrees that, in respect of any
Shares delivered to JPM, such Shares shall be,
upon such delivery, duly and validly
authorized, issued and outstanding, fully paid
and non-assessable and subject to no adverse
claims of any other party. The issuance of
such Shares does not and will not require the
consent, approval, authorization, registration
or qualification of any government authority,
except such as shall have been obtained on or
before the delivery date of any Shares or as
may be required in connection with any
Registration Statement relating to any Shares.
	 
	 	 
	Bankruptcy Rights:

	 	In the event of Counterparty’s bankruptcy,
JPM’s rights in connection with this
Transaction shall not exceed those rights held
by common shareholders. For the avoidance of
doubt, the parties acknowledge and agree that
JPM’s rights with respect to any other claim
arising from this Transaction prior to
Counterparty’s bankruptcy shall remain in full
force and effect and shall not be otherwise
abridged or modified in connection herewith.
	 
	 	 
	Set-Off:

	 	Each party waives any and all rights it may
have to set-off, whether arising under any
agreement, applicable law or otherwise.
	 
	 	 
	Transfer:

	 	Neither party may transfer its rights and
delegate its obligations under this
Transaction; provided, however, that JPM may
assign its rights and delegate its obligations
hereunder, in whole or in part, to any other
person with prior consent of the Counterparty
not to be unreasonably withheld. Either party
may assign its rights and delegate its
obligations hereunder, in whole or in part, to
any other person (an “Assignee”) with the
prior consent of the other party, effective
(the “Transfer Effective Date”) upon delivery
to such party of an executed acceptance and
assumption by the Assignee (an “Assumption”)
of the transferred obligations of the
assigning party under this Transaction (the
“Transferred Obligations”). Notwithstanding
any other provision in this Confirmation to
the contrary requiring or allowing JPM to
purchase, sell, receive or deliver any Shares
or other securities to or from Counterparty,
JPM may designate any of its affiliates to
purchase, sell, receive or deliver such Shares
or other securities and otherwise to perform
JPM’s obligations in respect of this
Transaction and any such designee may assume
such obligations. JPM shall be discharged of
its obligations to Counterparty only to the
extent of any such performance.






13









 










	 	 	 
	Indemnity:

	 	Seller (the
“Indemnifying Party”) agrees to
indemnify JPM, its Affiliates and their
respective directors, officers, agents and
controlling parties (each such person being an
“Indemnified Party”) from and against any and
all losses, claims, damages and liabilities,
joint and several, to which such Indemnified
Party may become subject because of a breach
of any representation or covenant hereunder,
in the Agreement or any other agreement
relating to the Agreement or Transaction and
will reimburse Indemnified Party for all
reasonable expenses (including reasonable
legal fees and expenses) as they are incurred
in connection with the investigation of,
preparation for, or defense of, any pending or
threatened claim or any action or proceeding
arising therefrom, whether or not such
Indemnified Party is a party thereto. The
Indemnifying Party will not be liable under
the foregoing Indemnity provision to the
extent that any loss, claim, damage, liability
or expense is found in a final judgment by a
court to have resulted from an Indemnified
Party’s gross negligence or willful
misconduct.
	 
	 	 
	Right to Extend:

	 	JPM may postpone, in whole or in part, any
Expiration Date or any other date of valuation
or delivery with respect to some or all of the
relevant Warrants (in which event the
Calculation Agent shall make appropriate
adjustments to the Daily Number of Warrants
with respect to one or more Expiration Dates)
if JPM determines, in its commercially
reasonable judgment, that such extension is
reasonably necessary or appropriate to
preserve JPM’s hedging or hedge unwind
activity hereunder in light of existing
liquidity conditions or to enable JPM to
effect purchases of Shares in connection with
its hedging, hedge unwind or settlement
activity hereunder in a manner that would, if
JPM were Issuer or an affiliated purchaser of
Issuer, be in compliance with applicable
legal, regulatory or self-regulatory
requirements, or with related policies and
procedures applicable to JPM.






Additional Agreements, Representations and Covenants of Counterparty, Etc.:





	(a)	 	Counterparty hereby represents and warrants to JPM, on each day from the Trade Date to and
including the earlier of (i) March 17, 2007, and (ii) the date by which JPM is able to
initially complete a hedge of its position created by this Transaction, that:






	 	(1)	 	it will not, and will not permit any person or entity subject to its control
to, bid for or purchase Shares during such period except pursuant to transactions or
arrangements which have been approved by JPM or an affiliate of JPM; and
	 
	 	(2)	 	it has publicly disclosed all material information necessary for it to be able
to purchase or sell Shares in compliance with applicable federal securities laws.






	(b)	 	No collateral shall be required by either party for any reason in connection with this
Transaction.






	(c)	 	Notwithstanding anything to the contrary herein, JPM shall not be entitled to exercise any
Warrant or take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not
apply with respect to any Warrant, to the extent (but only to the extent) that after such
receipt of any Shares upon the exercise of such Warrant or otherwise hereunder JPM, or its
ultimate parent entity would, directly or indirectly, be the beneficial owner (as such term is
defined for purposes of Section 13(d) of the Exchange Act) at any time of more than 8.0
percent of the class of the Counterparty’s outstanding equity securities that is comprised of
the Shares (an “Excess Share Owner”).
	 
	 	 	JPM shall provide prior notice to Counterparty if the exercise of any Warrant or delivery of
Shares hereunder would cause JPM to become, directly or indirectly, an Excess Share Owner;
provided that the failure of JPM to provide such notice shall not alter the
effectiveness of the provisions set forth in the preceding sentence and any purported
exercise or delivery in violation of such provisions shall be void and




14









 










	 	 	have no effect. If any delivery owed to JPM hereunder is not made, in whole or in part, as
a result of this provision, Counterparty’s obligation to make such delivery shall not be
extinguished and Counterparty shall make such delivery as promptly as practicable after JPM
gives notice that such delivery would not result in JPM being an Excess Share Owner;
provided that any such notice must be delivered by JPM no later than September 30, 2012.
	 
	 	 	If JPM is not entitled to exercise any Warrant because such exercise would cause JPM to
become, directly or indirectly, an Excess Share Owner and JPM thereafter disposes of Shares
owned by it or any action is taken that would then permit JPM to exercise such Warrant
without such exercise causing it to become, directly or indirectly, an Excess Share Owner,
then JPM shall provide notice of the taking of such action to Counterparty and such Warrant
shall then become exercisable by JPM to the extent such Warrant is otherwise or had
otherwise become exercisable hereunder; provided that any such notice must be delivered by
JPM no later than September 30, 2012. In such event, the Expiration Date with respect to
such Warrant shall be the date on which Counterparty receives such notice from JPM, and the
related Settlement Date shall be as soon as reasonably practicable after receipt of such
notice but no more than three (3) Exchange Business Days thereafter (but in no event shall
the Settlement Date occur prior to the date on which it would have otherwise occurred but
for the provisions of this subsection); provided that the related Net Physical
Settlement Amount shall be the same as the Net Physical Settlement Amount but for the
provisions of this subsection. In addition, within 30 calendar days of a Settlement Date,
Counterparty shall use its reasonable efforts to refrain from activities that could
reasonably be expected to result in JPM’s ownership of Shares exceeding 10% of all issued
and outstanding Shares.





Matters Relating to Agent:





Each party agrees and acknowledges that (i) J.P. Morgan Securities Inc., an affiliate of JPM
(the “Agent” or “JPMSI”), has acted solely as agent and not as principal with respect to
this Transaction and (ii) JPMSI has no obligation or liability, by way of guaranty,
endorsement or otherwise, in any manner in respect of this Transaction (including, if
applicable, in respect of the settlement thereof). Each party agrees it will look solely to
the other party (or any guarantor in respect thereof) for performance of such other party’s
obligations under this Transaction.



ISDA Master Agreement:



With respect to the Agreement, JPM and Counterparty each agree as follows:



“Specified Entity” means in relation to Seller and in relation to Counterparty for purposes of this
Transaction: Not applicable.



The provisions of “Default under Specified Transaction” set forth in Section 5(a)(v) of the
Agreement shall not apply to JPM or Counterparty.



The “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall not apply to JPM or
Counterparty.



The “Credit Event Upon Merger ” provisions of Section 5(b)(iv) of the Agreement
will not apply to JPM and Counterparty.



Additional Termination Event. If within the period commencing on the Trade Date and ending on the
second anniversary of the Premium Payment Date, Buyer reasonably determines that it is advisable to
terminate all or a portion of the Transaction so that Buyer’s related hedging activities will
comply with applicable securities laws, rules or regulations, (1) Buyer shall have the right to
designate such event an Additional Termination Event and designate an Early Termination Date
pursuant to Section 6(b) of the Agreement and (2) Seller shall be deemed the sole Affected Party
and the Transaction (or terminated portion thereof) shall be deemed the sole Affected Transaction.



The “Automatic Early Termination” provision of Section 6(a) of the Agreement will not apply
to JPM or to Counterparty.




15









 









Payments on Early Termination. For the purpose of Section 6(e) of the Agreement: (i) Loss
shall apply; and (ii) the Second Method shall apply.



“Termination Currency” means USD.




Tax Representations.





	(I)	 	Payer Representations. For the purpose of Section 3(e) of the Agreement, each party
represents to the other party that it is not required by any applicable law, as modified by
the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment (other than
interest under Section 2(e), 6(d)(ii), or 6(e) of the Agreement) to be made by it to the other
party under the Agreement. In making this representation, each party may rely on (i) the
accuracy of any representations made by the other party pursuant to Section 3(f) of the
Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of
the Agreement, and the accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement, and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of the Agreement; provided that
it will not be a breach of this representation where reliance is placed on clause (ii) above
and the other party does not deliver a form or document under Section 4(a)(iii) of the
Agreement by reason of material prejudice to its legal or commercial position.






	(II)	 	Payee Representations. For the purpose of Section 3(f) of the Agreement, each party makes
the following representations to the other party:






	 	(i)	 	JPM represents that it is a national banking association organized under the
laws of the United States.
	 
	 	(ii)	 	Counterparty represents that it is a corporation incorporated in Pennsylvania.




Delivery Requirements. For the purpose of Sections 4(a)(i) and (ii) of the
Agreement, each party agrees to deliver the following documents:





	(a)	 	Tax forms, documents or certificates to be delivered are:
	 
	 	 	Each party agrees to complete (accurately and in a manner reasonably satisfactory to the
other party), execute, and deliver to the other party, United States Internal Revenue
Service Form W-9 or W-8 BEN, or any successor of such form(s): (i) before the first payment
date under this agreement; (ii) promptly upon reasonable demand by the other party; and
(iii) promptly upon learning that any such form(s) previously provided by the other party
has become obsolete or incorrect.






	(b)	 	Other documents to be delivered:





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Covered by
	Party Required to	 	 	 	 	 	Section 3(d)
	Deliver Document	 	Document Required to be Delivered	 	When Required	 	Representation
	Counterparty and JPM

	 	Evidence of the authority and
true signatures of each official
or representative signing this
Confirmation
	 	Upon or before the

Effective Date
	 	Yes
	 
	 	 	 	 	 	 
	Counterparty

	 	Certified copy of the resolution
of the Board of Directors or
equivalent document authorizing
the execution and delivery of
this Confirmation and such other
certificate or certificates as
JPM shall reasonably request
	 	Upon or before the

Effective Date
	 	Yes
	 
	 	 	 	 	 	 
	Counterparty

	 	An opinion of counsel, dated as
of the Effective Date and
reasonably acceptable to JPM in
form and substance, with respect
to the matters set forth in
Section 3(a) of the Agreement
	 	Upon or before the

Effective Date
	 	No






16









 










Addresses
for Notices: For the purpose of Section 12(a) of the Agreement:



Address for notices or communications to JPM for all purposes:




	 	 	 	 	 
	 

	 	Address:
	 	JPMorgan Chase Bank, National Association
	 

	 	 	 	 277 Park Avenue, 11th Floor
	 

	 	 	 	New York, NY 10172
	 
	 	 	 	 
	 

	 	Attention:
	 	Eric Stefanik, Operations Analyst
	 

	 	 	 	EDG Corporate Marketing
	 

	 	Facsimile No.:
	 	 +1 212 622 5814
	 

	 	Telephone No.:
	 	 +1 212 622 8534





Address for notices or communications to Counterparty for all purposes:




	 	 	 	 	 
	 

	 	Address:
	 	 1500 Corporate Drive, Canonsburg, PA 15317
	 

	 	Attention:
	 	Edward J. Borkowski
	 

	 	Telephone No.:
	 	 724-514-1870
	 

	 	Facsimile No.:
	 	 724-514-1871





Process Agent: For the purpose of Section 13(c) of the Agreement, neither party appoints a Process
Agent.



Multibranch Party. For the purpose of Section 10(c) of the Agreement: Counterparty is not
a Multibranch Party. The Office of JPM for the Transaction is: London



JPMorgan Chase Bank, National Association

London Branch

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England



Calculation Agent. The Calculation Agent is JPM. Upon the request of either party, the
Calculation Agent (or, in the case of a determination made by a party (including a party acting as
Determining Party or Hedging Party), such party) shall, no later than the 5th Business
Day following such request, provide the parties with a statement showing, in reasonable detail, the
computations (including any relevant quotations) by which it has determined any amount payable or
deliverable under, or any adjustment to the terms of, this Transaction. All judgments,
determinations and calculations hereunder by the Calculation Agent or by a party hereto shall be
performed in good faith and in a commercially reasonable manner.




Credit Support Document.



JPM: Not Applicable.



Counterparty: Not Applicable




Credit Support Provider.




17









 









With respect to JPM: Not Applicable.



With respect to Counterparty: Not Applicable.



Governing Law. This Confirmation will be governed by, and construed in accordance with, the laws
of the State of New York.



Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any suit, action or proceeding relating to this
Transaction. Each party (i) certifies that no representative, agent or attorney of the other party
has represented, expressly or otherwise, that such other party would not, in the event of such a
suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and
the other party have been induced to enter into this Transaction, as applicable, by, among other
things, the mutual waivers and certifications provided herein.



Netting of Payments. The provisions of Section 2(c) of the Agreement shall not be
applicable to this Transaction.



Basic Representations. Section 3(a) of the Agreement is hereby amended by the deletion of
“and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the
end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:





Eligible Contract Participant; Line of Business. Each party agrees and represents
that it is an “eligible contract participant” as defined in Section 1a(12) of the
U.S. Commodity Exchange Act, as amended (“CEA”), this Agreement and the
Transaction thereunder are subject to individual negotiation by the parties and have
not been executed or traded on a “trading facility” as defined in Section 1a(33) of
the CEA, and it has entered into this Confirmation and this Transaction in
connection with its business or a line of business (including financial
intermediation), or the financing of its business.



Acknowledgements:





	(a)	 	The parties acknowledge and agree that there are no other representations, agreements or other
undertakings of the parties in relation to this Transaction, except as set forth in this
Confirmation.
	 
	(b)	 	The parties hereto intend for:






	 	(i)	 	Buyer to be a “financial institution” as defined in Section 101(22) of Title 11
of the United States Code (the “Bankruptcy Code”) and this Transaction to be a
“securities contract” as defined in Section 741(7) of the Bankruptcy Code and a “swap
Agreement” as defined in Section 101(53C) of the Bankruptcy Code, qualifying for the
protections of, among other sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g),
555 and 560 of the Bankruptcy Code;
	 
	 	(ii)	 	a party’s right to liquidate this Transaction and to exercise any other
remedies upon the occurrence of any Event of Default under the Agreement with respect
to the other party to constitute a “contractual right” as defined in the Bankruptcy
Code;
	 
	 	(iii)	 	all payments for, under or in connection with this Transaction, all payments
for the Shares and the transfer of such Shares to constitute “settlement payments” as
defined in the Bankruptcy Code.




Amendment of Section 6(d)(ii). Section 6(d)(ii) of the Agreement is modified by
deleting the words “on the day” in the second line thereof and substituting therefor “on the day
that is three Local Business Days after the day”. Section 6(d)(ii) is further modified by
deleting the words “two Local Business Days” in the fourth line thereof and substituting therefor
“three Local Business Days.”




18









 









Amendment of Definition of Reference Market-Makers. The definition of “Reference Market-Makers” in
Section 14 is hereby amended by adding in clause (a) after the word “credit” and before the
word “and” the words “or to enter into transactions similar in nature to the Transactions.”



Disclosure. Each party hereby acknowledges and agrees that JPM has authorized Counterparty to
disclose this Transaction and any related hedging transaction between the parties if and to the
extent that Counterparty reasonably determines (after consultation with JPM) that such disclosure
is required by law or by the rules of the New York Stock Exchange or any securities exchange.
Notwithstanding the foregoing, effective from the date of commencement of discussions concerning
the Transaction, Counterparty and each of its employees, representatives, or other agents may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the Transaction and all materials of any kind (including opinions or other tax
analyses) that are provided to Counterparty relating to such tax treatment and tax structure.



Severability. If any term, provision, covenant or condition of this Confirmation, or the
application thereof to any party or circumstance, shall be held to be invalid or unenforceable in
whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof
shall continue in full force and effect as if this Confirmation had been executed with the invalid
or unenforceable provision eliminated, so long as this Confirmation as so modified continues to
express, without material change, the original intentions of the parties as to the subject matter
of this Confirmation and the deletion of such portion of this Confirmation will not substantially
impair the respective benefits or expectations of parties to this Agreement; provided,
however, that this severability provision shall not be applicable if any provision of
Section 2, 5, 6 or 13 of the Agreement (or any definition or
provision in Section 14 to the extent that it relates to, or is used in or in connection
with any such Section) shall be so held to be invalid or unenforceable.



Affected Parties. For purposes of Section 6(e) of the Agreement, each party shall be
deemed to be an Affected Party in connection with Illegality and any Tax Event.




[Signatures follow on separate page]




19









 









     Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
the copy of this Confirmation enclosed for that purpose and returning it to us.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES INC., as agent for
 JPMORGAN
CHASE BANK, NATIONAL
 ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Santosh Sreenivasan 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Santosh Sreenivasan 	 	 
	 

	 	Title:	 	Executive Director 	 	 





Confirmed as of the date first above written:




MYLAN LABORATORIES INC.




	 	 	 	 	 
	By:	 	/s/ Edward J. Borkowski 	 
	 	 	 

	 	 
	Name:	 	Edward J. Borkowski 	 	 
	Title:	 	Chief Financial Officer 	 	 






JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association.

Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR000746. Registered

Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority





 









 











Annex A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Time Value per Warrant - Net Additional Shares per Warrant	 
	VWAP	 	1-Sep-	 	 	1-Mar-	 	 	1-Sep-	 	 	1-Mar-	 	 	1-Sep-	 	 	1-Mar-	 	 	1-Sep-	 	 	1-Mar-	 	 	1-Sep-	 	 	8-Aug-	 
	Price	 	07	 	 	08	 	 	08	 	 	09	 	 	09	 	 	10	 	 	10	 	 	11	 	 	11	 	 	12	 
	$15.00
	 	 	0.255	 	 	 	0.232	 	 	 	0.208	 	 	 	0.181	 	 	 	0.153	 	 	 	0.121	 	 	 	0.087	 	 	 	0.050	 	 	 	0.015	 	 	 	0.000	 
	$19.50
	 	 	0.294	 	 	 	0.275	 	 	 	0.256	 	 	 	0.234	 	 	 	0.210	 	 	 	0.183	 	 	 	0.153	 	 	 	0.116	 	 	 	0.068	 	 	 	0.000	 
	$22.43
	 	 	0.292	 	 	 	0.274	 	 	 	0.256	 	 	 	0.235	 	 	 	0.213	 	 	 	0.188	 	 	 	0.160	 	 	 	0.128	 	 	 	0.088	 	 	 	0.000	 
	$22.50
	 	 	0.292	 	 	 	0.274	 	 	 	0.255	 	 	 	0.235	 	 	 	0.213	 	 	 	0.188	 	 	 	0.160	 	 	 	0.128	 	 	 	0.088	 	 	 	0.000	 
	$25.00
	 	 	0.580	 	 	 	0.540	 	 	 	0.500	 	 	 	0.457	 	 	 	0.409	 	 	 	0.178	 	 	 	0.148	 	 	 	0.112	 	 	 	0.070	 	 	 	0.000	 
	$27.50
	 	 	0.356	 	 	 	0.331	 	 	 	0.305	 	 	 	0.277	 	 	 	0.247	 	 	 	0.213	 	 	 	0.175	 	 	 	0.130	 	 	 	0.076	 	 	 	0.000	 
	$28.50
	 	 	0.370	 	 	 	0.344	 	 	 	0.319	 	 	 	0.291	 	 	 	0.261	 	 	 	0.227	 	 	 	0.190	 	 	 	0.144	 	 	 	0.089	 	 	 	0.000	 
	$30.00
	 	 	0.389	 	 	 	0.364	 	 	 	0.339	 	 	 	0.312	 	 	 	0.282	 	 	 	0.249	 	 	 	0.211	 	 	 	0.166	 	 	 	0.111	 	 	 	0.000	 
	$31.20
	 	 	0.404	 	 	 	0.379	 	 	 	0.355	 	 	 	0.328	 	 	 	0.299	 	 	 	0.265	 	 	 	0.228	 	 	 	0.183	 	 	 	0.129	 	 	 	0.000	 
	$35.00
	 	 	0.338	 	 	 	0.315	 	 	 	0.292	 	 	 	0.266	 	 	 	0.239	 	 	 	0.208	 	 	 	0.173	 	 	 	0.131	 	 	 	0.080	 	 	 	0.000	 
	$40.00
	 	 	0.276	 	 	 	0.255	 	 	 	0.234	 	 	 	0.211	 	 	 	0.186	 	 	 	0.157	 	 	 	0.126	 	 	 	0.089	 	 	 	0.047	 	 	 	0.000	 
	$45.00
	 	 	0.232	 	 	 	0.213	 	 	 	0.194	 	 	 	0.172	 	 	 	0.150	 	 	 	0.124	 	 	 	0.097	 	 	 	0.066	 	 	 	0.032	 	 	 	0.000	 
	$55.00
	 	 	0.175	 	 	 	0.158	 	 	 	0.142	 	 	 	0.125	 	 	 	0.107	 	 	 	0.087	 	 	 	0.066	 	 	 	0.043	 	 	 	0.021	 	 	 	0.000	 
	$65.00
	 	 	0.139	 	 	 	0.126	 	 	 	0.112	 	 	 	0.098	 	 	 	0.083	 	 	 	0.067	 	 	 	0.050	 	 	 	0.033	 	 	 	0.017	 	 	 	0.000	 
	$75.00
	 	 	0.116	 	 	 	0.104	 	 	 	0.093	 	 	 	0.081	 	 	 	0.068	 	 	 	0.055	 	 	 	0.042	 	 	 	0.028	 	 	 	0.014	 	 	 	0.000	 
	$85.00
	 	 	0.100	 	 	 	0.089	 	 	 	0.079	 	 	 	0.069	 	 	 	0.058	 	 	 	0.047	 	 	 	0.036	 	 	 	0.024	 	 	 	0.013	 	 	 	0.000	 
	$92.50
	 	 	0.090	 	 	 	0.081	 	 	 	0.072	 	 	 	0.062	 	 	 	0.053	 	 	 	0.043	 	 	 	0.033	 	 	 	0.022	 	 	 	0.012	 	 	 	0.000	 
	$100.00
	 	 	0.082	 	 	 	0.074	 	 	 	0.066	 	 	 	0.057	 	 	 	0.048	 	 	 	0.039	 	 	 	0.030	 	 	 	0.020	 	 	 	0.011	 	 	 	0.000