EX-4.1



 






Exhibit 4.1




AMENDMENT NO. 5 TO RIGHTS AGREEMENT




     This Amendment No. 5 to Rights Agreement, dated as of December 19, 2005 (this “Amendment”), is
entered into by and between Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”),
and American Stock Transfer & Trust Company (the “Rights Agent”).



     WHEREAS, the Company and the Rights Agent are party to that certain Rights Agreement dated as
of August 22, 1996, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and
December 2, 2004 (as so amended, the “Rights Agreement”);



     WHEREAS, the Board of Directors of the Company has approved and adopted this Amendment at a
meeting of the directors duly called and held; and



     WHEREAS, pursuant to and in accordance with Section 27 thereof, the parties desire to further
amend the Rights Agreement as set forth in this Amendment.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein
and in the Rights Agreement, the parties hereto agree as follows:



     1. The proviso in paragraph 1 of Amendment No. 4 to Rights Agreement, dated as of December 2,
2004, is hereby amended and restated in its entirety to read as follows:




“provided, however, that (x) at 12:01 a.m. (New York time) on
January 1, 2006, each such reference to 10% shall automatically
revert to 15% and (y) until such clearance expires, the foregoing
subsection (x) shall not apply to any Person who has received, prior
to the date of this Amendment, clearance under the Hart-Scott-Rodino
Antitrust Improvements Act, as amended, to acquire a dollar value of
Common Shares of the Company, which value of Common Shares otherwise
would permit acquisition of 10% or more of the Common Shares
outstanding at the time of such acquisition.”



     2. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby.



     3. (a) The parties acknowledge and agree that this Amendment is an integral part of the Rights
Agreement. Notwithstanding any provision of the Rights Agreement to the contrary, in the event of
any conflict between this Amendment and the Rights Agreement or any part of either of them, the
terms of this Amendment shall control.



     (b) Except as expressly set forth herein, the terms and conditions of the Rights Agreement are
and shall remain in full force and effect and shall be otherwise unaffected hereby.



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     (c) The Rights Agreement, as amended by this Amendment, sets forth the entire understanding of
the parties with respect to the subject matter thereof and hereof.



     (d) This Amendment shall be governed by, interpreted under and construed in accordance with
the laws of the Commonwealth of Pennsylvania, without regard to laws that might otherwise govern
under applicable conflicts of laws principles.



     (e) This Amendment may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute one and the same document.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.



	 	 	 	 	 
	 	MYLAN LABORATORIES INC.

 	 
	 	By:  	/s/  Edward J. Borkowski
 	 
	 	Name:  	 	Edward J. Borkowski 	 
	 	Title:  	 	Chief Financial Officer


 	 
	 



	 	 	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY

 	 
	 	By:  	/s/ Paula Caroppoli
 	 
	 	Name:  	 	Paula Caroppoli 	 
	 	Title:  	 	Vice President