EX-10.2



 





Exhibit 10.2




EXECUTION COPY




SHARE PURCHASE AGREEMENT




BY AND AMONG




MYLAN LABORATORIES INC.,




MP LABORATORIES (MAURITIUS) LTD.,




PRASAD NIMMAGADDA,




PRASAD NIMMAGADDA -HUF,




G2 CORPORATE SERVICES LIMITED,




INDIA NEWBRIDGE INVESTMENTS LIMITED,




INDIA NEWBRIDGE PARTNERS FDI LIMITED,




INDIA NEWBRIDGE COINVESTMENT LIMITED,




MAXWELL (MAURITIUS) PTE. LIMITED




AND




SPANDANA FOUNDATION




DATED AS OF AUGUST 28, 2006




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	2	 
	Section 1.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II PURCHASE AND SALE OF THE SHARES; RELATED TRANSACTIONS
	 	 	13	 
	Section 2.1 Purchase and Sale
	 	 	13	 
	Section 2.2 Sale Consideration
	 	 	14	 
	Section 2.3 The Closing
	 	 	14	 
	Section 2.4 Deliveries by Sellers
	 	 	14	 
	Section 2.5 Deliveries by Purchaser
	 	 	15	 
	Section 2.6 Registration of Transfer
	 	 	16	 
	Section 2.7 Board Meeting
	 	 	17	 
	Section 2.8 Filing of Form No. 32
	 	 	17	 
	 
	 	 	 	 
	ARTICLE III CONDITIONS PRECEDENT
	 	 	17	 
	Section 3.1 Conditions to Obligations of Purchaser
	 	 	17	 
	Section 3.2 Conditions to Obligations of Sellers
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IV COVENANTS
	 	 	21	 
	Section 4.1 Conduct of Business
	 	 	21	 
	Section 4.2 Extraordinary General Shareholders’ Meeting
	 	 	24	 
	Section 4.3 Completion of the U.S. GAAP Financial Statements; Internal Controls; Disclosure Controls
	 	 	25	 
	Section 4.4 Regulatory Approvals; Filings and Authorizations
	 	 	25	 
	Section 4.5 Performance Obligations
	 	 	25	 
	Section 4.6 Non-Solicitation
	 	 	25	 
	Section 4.7 Non-Competition
	 	 	26	 
	Section 4.8 Antitrust Filings; Reasonable Best Efforts
	 	 	27	 
	Section 4.9 Access to Information; Confidentiality
	 	 	28	 
	Section 4.10 No Solicitation, Resignations
	 	 	29	 
	Section 4.11 Release of Company Obligations
	 	 	29	 
	Section 4.12 Cooperation; Notification of Certain Matters
	 	 	29	 
	Section 4.13 Further Assurances
	 	 	29	 
	Section 4.14 Fees and Expenses
	 	 	30	 
	Section 4.15 Compliance
	 	 	30	 
	Section 4.16 Directors Indemnification; Insurance
	 	 	30	 
	Section 4.17 Ancillary Agreements
	 	 	31	 
	Section 4.18 Existing Shareholders Agreements
	 	 	31	 
	Section 4.19 Certain Company Action
	 	 	32	 






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	 	 	Page
	ARTICLE V SELLER REPRESENTATIONS AND WARRANTIES
	 	 	32	 
	Section 5.1 Authority
	 	 	32	 
	Section 5.2 Capital Stock; Ownership; No Liens; No Claims
	 	 	32	 
	Section 5.3 No Conflict or Violation
	 	 	33	 
	Section 5.4 Outstanding Obligations
	 	 	33	 
	Section 5.5 Legal Proceedings
	 	 	33	 
	Section 5.6 Brokers’ Fees
	 	 	33	 
	Section 5.7 Absence of Certain Interests of Related Parties
	 	 	34	 
	Section 5.8 Company Representations and Warranties
	 	 	34	 
	Section 5.9 Compliance with Laws
	 	 	34	 
	 
	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
	 	 	34	 
	Section 6.1 Organization
	 	 	34	 
	Section 6.2 Authority
	 	 	34	 
	Section 6.3 Regulatory Approvals
	 	 	35	 
	Section 6.4 Consents and Approvals; No Violations
	 	 	35	 
	Section 6.5 Legal Proceedings
	 	 	35	 
	Section 6.6 Financial Advisors and Brokers
	 	 	35	 
	Section 6.7 Financing
	 	 	36	 
	Section 6.8 Ownership of Purchaser
	 	 	36	 
	Section 6.9 Investments in India
	 	 	36	 
	Section 6.10 Compliance with the Law
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VII TERMINATION
	 	 	36	 
	Section 7.1 Termination
	 	 	36	 
	Section 7.2 Effect of Termination
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	37	 
	Section 8.1 Non-Survival of Representations and Warranties
	 	 	37	 
	Section 8.2 Notices
	 	 	38	 
	Section 8.3 Interpretation
	 	 	39	 
	Section 8.4 Publicity
	 	 	40	 
	Section 8.5 Amendment; Waiver
	 	 	41	 
	Section 8.6 Binding Effect; Assignment
	 	 	41	 
	Section 8.7 Severability
	 	 	41	 
	Section 8.8 Counterparts
	 	 	41	 
	Section 8.9 Governing Law
	 	 	41	 
	Section 8.10 Specific Performance
	 	 	42	 
	Section 8.11 Arbitration
	 	 	42	 
	Section 8.12 Sellers’ Agent
	 	 	43	 
	Section 8.13 Entire Agreement
	 	 	44	 
	Section 8.14 No Joint and Several Liability
	 	 	44	 






ii









 






	 	 	 	 	 
	Schedule I

	 	–
	 	List of Sellers
	Exhibit A

	 	–
	 	Form of Opinion of Indian Counsel of the Company







iii









 








SHARE PURCHASE AGREEMENT




          THIS SHARE PURCHASE AGREEMENT is made and entered into as of August 28, 2006, by and among
each of the sellers named on Schedule I hereto (each a “Seller” and, collectively, the “Sellers”),
Mylan Laboratories Inc., a Pennsylvania corporation (“Parent”), and MP Laboratories (Mauritius)
Ltd., a Mauritius private company limited by shares and a wholly owned subsidiary of Parent
(“Purchaser”). Sellers, Parent and Purchaser are hereinafter collectively referred to as the
“Parties” and individually as a “Party.”




          WHEREAS, as of the date hereof, the issued and outstanding share capital of Matrix
Laboratories Limited, a publicly listed company incorporated under the Companies Act, 1956, of
India (the “Company”), is 153,778,825 equity shares, of which 153,755,325 equity shares of Rs. 2
each are fully paid-up (the “Shares”);




          WHEREAS, Sellers collectively hold 79,187,972 Shares, constituting 51.49% of the issued and
paid-up share capital of the Company (the “Sale Shares”);




          WHEREAS, Sellers, Parent and Purchaser have determined to enter into this Agreement pursuant
to which Purchaser has agreed to (and Parent has agreed to cause Purchaser to) purchase from
Sellers, and each Seller has agreed, severally and not jointly, to sell to Purchaser, that number
of Sale Shares set forth opposite such Seller’s name on Schedule I hereto;




          WHEREAS, in connection with the execution of this Agreement: (i) the Company, Sellers and
certain other parties have entered into the Termination Agreements (as hereinafter defined), and
(ii) India Newbridge Investments Limited, India Newbridge Partners FDI Limited, India Newbridge
Coinvestment Limited, Maxwell (Mauritius) Pte. Ltd., Prasad Nimmagadda and Parent have entered into
their respective Parent Share Purchase Agreements (as hereinafter defined);




          WHEREAS, Sellers, Parent and Purchaser have agreed to make certain representations,
warranties, covenants and agreements in connection with the transactions contemplated by this
Agreement; and




          WHEREAS, in connection with the execution of this Agreement, Purchaser will conduct an “open
offer” to the shareholders of the Company (other than Sellers) to acquire up to 20% or more of the
Shares, as will be specified by Purchaser prior to the commencement of the “open offer,” in
accordance with the provisions of the Takeover Code (as hereinafter defined) (the “Open Offer”).




          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements
set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of
which are hereby acknowledged, the Parties intending to be legally bound hereby agree as follows:




 









 





ARTICLE I




DEFINITIONS




          Section 1.1 Definitions. For purposes of this Agreement, the following terms, when used in this Agreement, shall have the
meanings assigned to them in this Section 1.1.




          “Action” means any action, claim, complaint, investigation, petition, suit, arbitration or
other proceeding, whether civil, administrative or criminal, at Law or in equity by or before any
arbitral body of competent jurisdiction or Governmental Authority.




          “Affiliate” means with respect to any Person, any other Person that directly or indirectly
Controls or is Controlled by or is under common Control with the specified Person.




          “Agreement” means this Share Purchase Agreement, as the same may be amended or supplemented,
together with all Exhibits and Schedules attached hereto.




          “Amended Articles of Association” means the articles of association of the Company to be
amended after the Closing which will incorporate the relevant provisions of the Shareholders
Agreement.




          “Articles of Association” means the articles of association of the Company, as amended from
time to time.




          “Assets” means, with respect to any Person, all properties and assets, real and personal,
tangible and intangible, of every type and description, whether owned or leased or otherwise
possessed, used or held for use in such Person’s business and Intangible Property.




          “Board of Directors” means the board of directors of the Company.




          “Business Combination” means (i) merger, consolidation, amalgamation, share exchange,
recapitalization, restructuring, spin-off or similar transaction involving the Company or a
material Subsidiary of the Company, (ii) any sale, distribution or other disposition of all or a
substantial portion of the Assets of any Company Party, (iii) an acquisition by any Company Party
of Control of any other entity, or (iv) an acquisition of or by any Company Party of all or a
substantial portion of the Assets or share capital of any other entity.




          “Business Day” means any day on which commercial banks are open for business except for
Saturday, Sunday and national or public holidays in New York, New York; Hyderabad, India; and
Mauritius.




          “Charter Documents” means the documents by which any Person (other than an individual)
establishes its legal existence or which govern its internal affairs (including, but not limited
to, certificate of incorporation, certificate of formation, memorandum of association,
articles of association, partnership agreements, constitutional documents, by-laws or
operating agreements).




2









 








          “Circular No. 16” shall have the meaning set forth in Section 2.4(h).




          “Claim” shall have the meaning set forth in Section 4.18.




          “Closing” shall have the meaning set forth in Section 2.3.




          “Closing Account” means, in respect of each Seller, the bank account established by such
Seller for the purposes of this Agreement.




          “Closing Date” means the date of the Closing.




          “Company” shall have the meaning set forth in the recitals.




          “Company Contracts” means any material Contract to which any Company Party is a party, or by
which any Company Party or any of their Assets are bound including:





               (i) Contracts (other than purchase orders for raw material placed by any
Company Party in the ordinary course of its business) that individually involve or
are reasonably expected to involve aggregate payments of more than Rs. 50,000,000
(or the equivalent in another currency);




               (ii) Purchase orders for raw materials placed by any Company Party in the
ordinary course of its business that individually involve or are reasonably expected
to involve aggregate payments of more than Rs. 100,000,000 (or the equivalent in
another currency);




               (iii) Contracts that restrict or limit in any way the ability of any Company
Party, or Contracts that will after the Closing restrict or limit in any way the
ability of Purchaser, to conduct its business, to engage in certain businesses, to
compete in any manner generally or in any specific geographic area, or oblige any
Company Party, or Purchaser after the Closing, to present any business or other
opportunity to any other Person;




               (iv) Contracts which would be required to be reported in the Company’s
financial statements pursuant to the Statement of Accounting Standards (AS18) issued
by the Council of the Institute of Chartered Accountants of India (other than
employment Contracts and terms of employment of key management personnel who are not
Sellers or Relatives (as defined by AS18) of Sellers and Contracts between or among
any Company Parties);




               (v) Contracts that evidence individually Indebtedness of any Company Party,
including any loan, credit agreement, bond, note, debenture, letter of credit
agreement, or similar instrument or agreement, in an amount exceeding Rs.
250,000,000 (or the equivalent in another currency) individually;




               (vi) Contracts with any labor union or labor representative;




               (vii) bonus, pension, profit-sharing, management, retirement, stock purchase,
stock option or other deferred or incentive



3









 







compensation, death benefit, disability,
severance, benefit plan, or similar plan, program or employee Contract for general
manager level or above;




               (viii) Contracts pursuant to which any Person has any right of first offer,
right of first refusal, tag-along, drag-along or similar right with respect to any
disposition or proposed disposition of any equity interests in any Company Party;




               (ix) registration rights agreements (or similar agreements) entered into by any
Company Party in favor of any Person;




               (x) guarantees by any Company Party of the obligations, Indebtedness or
Liabilities of any other Person (other than guarantees to any Company Party), in an
amount exceeding Rs. 50,000,000 (or the equivalent in another currency)
individually;




               (xi) any Contract that restricts or limits the ability of any Company Party to
pay any dividends or make any other distributions on, or to purchase, redeem or
otherwise acquire any of its securities or that requires or may require the Company
to take any such action;




               (xii) any Contract under which the consequences of a default, termination or
failure to obtain consent in respect of, would have a Material Adverse Effect;




               (xiii) any Contract in respect of any actual or potential (A) (i) direct or
indirect offer for sale of any equity securities or Rights of any Company Party,
(ii) Business Combination or any liquidation, dissolution or similar transaction
involving any Company Party, or (iii) other transaction by any Company Party the
consummation of which would prevent or materially delay the Transactions or restrict
or adversely impact Purchaser’s rights in connection with holding the Sale Shares,
or (B) direct or indirect acquisition or purchase of any equity securities or Rights
of any Company Party or any tender offer or exchange offer for any equity securities
or Rights of any Company Party by any Person or Persons;




               (xiv) any Contracts (A) granting or obtaining any right to use any Intellectual
Property (other than Contracts granting rights to use readily available commercial
Software that is generally available on nondiscriminatory pricing terms) or (B)
restricting any Company Party’s rights, or permitting other Persons, to use or
register any Intellectual Property;




               (xv) any Contract pursuant to which any Company Party is required to, or
obtains any rights to, undertake the development or commercialization of any
pharmaceutical product, involving payments in excess of Rs. 50,000,000 (or the
equivalent in another currency) individually;



4









 






               (xvi) any Contract pursuant to which any Company Party has entered into a
partnership or joint venture with any other Person (other than any Company Party);




               (xvii) any Contract under which any Company Party is (A) a lessee of real
property, (B) a lessee of, or holds or uses, any machinery, equipment, vehicle or
other tangible personal property owned by a third Person, (C) a lessor of real
property, or (D) a lessor of any tangible personal property owned by any Company
Party, in each case involving payments in excess of Rs. 5,000,000 (or the equivalent
in another currency) per annum individually;




               (xviii) any Contract which requires payments by any Company Party in excess of
Rs. 50,000,000 (or the equivalent in another currency) per annum containing “change
of control” or similar provisions;




               (xix) any Contract requiring aggregate future payments or expenditures in
excess of Rs. 50,000,000 (or the equivalent in another currency) and relating to
cleanup, abatement, remediation or similar actions in connection with environmental
Liabilities; and




               (xx) any Contract containing covenants of any Company Party to indemnify or
hold harmless another Person (other than another Company Party), unless such
indemnification or hold harmless obligation to such Person, or group of Persons, as
the case may be, is less than Rs. 50,000,000 (or the equivalent in another
currency).



          “Company Disclosure Schedule” means the disclosure schedule of the Company referred to in, and
delivered to Purchaser pursuant to, this Agreement and the Company Letter Agreement.




          “Company Letter Agreement” means the letter agreement containing certain representations and
warranties and covenants of the Company as qualified by the Company Disclosure Schedule, which
letter agreement and Company Disclosure Schedule shall be deemed to form a part of this Agreement.




          “Company Parties” means the Company and its Subsidiaries and “Company Party” means any one of
them.




          “Contract” means any binding contract, agreement, commitment, franchise, indenture, lease,
purchase order, license, note, bond, mortgage, security, letter of intent, undertaking, promise,
covenant or arrangement, whether oral or in writing.




          “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management or policies of a Person (whether through the ownership of
securities, partnership or other ownership interests) by contract or otherwise, including, without
limitation, having the power to elect a majority of the board of directors or other governing body
of such Person. “Controlling” and “Controlled” have correlative meanings.




5









 








          “Copyrights” shall have the meaning set forth in the definition of “Intellectual Property.”




          “Docpharma” means Docpharma N.V., a private limited liability company organized under the laws
of the Kingdom of Belgium and an indirect wholly owned subsidiary of the Company.




          “Employee Benefit Plan” means any executive compensation, incentive bonus or other bonus,
employee pension, profit-sharing, provident fund, gratuity payment, deferred compensation, savings,
retirement, stock option, stock purchase, stock appreciation rights, employment, consulting, change
in Control, severance, vacation pay, scholarships or reimbursements, sick leave, life, health,
disability or accident insurance plan, corporate-owned or key-man life insurance, or other employee
or retiree benefit or perquisite plan, program, arrangement, understanding, agreement or
commitment, whether written or unwritten, formally established or established by custom or
practice, including any multi-employer benefit plan or any employee benefit plan that any of the
Company Parties maintains or contributes to, or has established (whether formally or by custom or
practice) or has any obligation to contribute to, or has or may have any Liability (including any
Liability arising out of an indemnification, hold harmless or similar agreement) for the benefit of
any current or former director, officer, or employee of any Company Party.




          “Environmental, Health, and Safety Laws” means any Laws, statutes, regulations, ordinances,
Judgments or binding agreements with any Governmental Authority concerning pollution or protection
of the environment, natural resources, public health and safety, or employee health and safety,
including Laws relating to emissions, discharges, migration, releases, or threatened releases of
Hazardous Materials into or through ambient air, surface water, ground water, or lands or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of Hazardous Materials.




          “Exchange Act” shall have the meaning set forth in Section 4.3(a).




          “Exclusivity Period” shall have the meaning set forth in Section 4.6(b).




          “Existing Shareholders Agreements” means the Shareholders Agreement by and among Matrix
Laboratories Limited, India Newbridge Investments Limited, Prasad Nimmagadda, Prasad
Nimmagadda-HUF, G2 Corporate Services Limited, All Time Formulations Limited, Mula Ravinder, Chava
Satyanarayana and Chava Satyanarayana-HUF, dated April 15, 2004 and the Shareholders Agreement by
and among Matrix Laboratories Limited, Maxwell Mauritius (Pte.) Limited, Prasad Nimmagadda, Prasad
Nimmagadda-HUF, G2
Corporate Services Limited, All Time Formulations Limited, Mula Ravinder, Chava Satyanarayana
and Chava Satyanarayana-HUF, dated April 15, 2004.




          “Extraordinary General Shareholders’ Meeting” means the extraordinary general meeting of the
shareholders of the Company, which shall be held as promptly as practicable following the Closing
for the purpose of approving the Amended Articles of Association.




          “Financial Statements” means the audited consolidated financial statements of the Company as
of and for the year ended March 31, 2006 and the unaudited consolidated

6









 








financial statements of the
Company for the quarter ended June 30, 2006 and all other quarters completed more than 30 days
prior to Closing (including the notes thereto), prepared in accordance with Indian GAAP, applied on
a consistent basis during the periods involved (except as may be indicated in the notes thereto).




          “GAAP” means, with respect to any jurisdiction, generally accepted accounting principles as in
effect from time to time in such jurisdiction, applied on a consistent basis over the relevant
periods.




          “Governmental Authority” means any multinational, national, federal, state,
regional, community, provincial, county, municipal or local government, or any political
subdivision of any of the foregoing, or any entity, authority, agency, ministry, commission,
tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial,
regulatory or administrative authority or functions of or pertaining to government, including any
authority or quasi-governmental entity established to perform any of these functions.




          “Hazardous Materials” means any chemical substance, including any pollutant, contaminant;
chemical; raw material; intermediate, product or by-product; industrial, solid, toxic or hazardous
substance, material or waste; petroleum or any fraction thereof; asbestos or
asbestos-containing-material; nuclear or radioactive material; and polychlorinated biphenyls;
including all substances, materials or wastes; which are now regulated, classified or considered to
be hazardous, dangerous or toxic under any applicable Environmental, Health and Safety Law of any
Governmental Authority with authority over any Company Party or their respective businesses, now or
hereafter enacted, promulgated, or amended.




          “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.




          “ICC” shall have the meaning set forth in Section 8.11(a).




          “Indebtedness” means, with respect to any Person, whether recourse is to all or a portion of
the Assets of such Person, and whether contingent or fixed (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iii) all obligations, issued or assumed for deferred purchase price (whether
created or arising under any conditional sale or other title retention agreement or otherwise),
with respect to property, Assets or services acquired by such Person, (iv) all obligations of such
Person as lessee under leases that have been or should be, in accordance with GAAP applicable to
such Person, recorded as capital leases, (v) all obligations
of such Person under banker’s acceptances, letters of credit, “documents against acceptance”
or similar facilities, (vi) all obligations of such Person to purchase, redeem, retire, defease or
otherwise acquire for value any capital stock of such Person, valued, in the case of redeemable
preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends, (vii) all interest rate swap agreements, or foreign currency exchange or
other hedging agreements and (viii) direct or indirect guarantees of obligations of another Person
with respect to any of the foregoing in any manner by such Person.




          “Indemnified Party” shall have the meaning set forth in Section 4.18.





7









 





          “Indian Resident Sellers” shall have the meaning set forth in Section 2.6(a).




          “Intangible Property” means, with respect to any Person, all certificates of deposit, bank
accounts, securities, partnership or other ownership interests, rights to receive money or property
by assignment, future interests, claims and rights against third parties, accounts and notes
receivables owned or held directly or beneficially by or on behalf of the account of such Person or
any of its Subsidiaries, Licenses, Intellectual Property and any other intangible property of any
nature of such Person or any of its Subsidiaries.




          “Intellectual Property” shall mean all intellectual property and industrial property rights of
any kind or nature, including all (i) U.S. and foreign patents, patent disclosures, including
divisions, continuations, continuations-in-part, reissues, reexaminations, substitutions, and any
extensions thereof (the “Patents”), (ii) U.S. and foreign trademarks, service marks, trade names,
Internet domain names, logos, slogans, trade dress and other identifiers of the source of goods or
services, together with the goodwill symbolized by any of the foregoing and all registrations and
applications relating to the foregoing (the “Trademarks”), (iii) U.S. and foreign copyrights (the
“Copyrights”), (iv) intellectual property rights in computer programs (whether in source code,
object code, or other form), algorithms, databases, compilations and data, technology supporting
the foregoing, and all documentation, including user manuals and training materials, related to any
of the foregoing (the “Software”), and (v) confidential information, including such rights in
inventions (whether or not reduced to practice), know how, customer lists, personal information,
technical information, proprietary information, technologies, processes and formulae, and data,
whether tangible or intangible, and whether stored, compiled, or memorialized physically,
electronically, photographically, or otherwise (the “Trade Secrets”), and all applications and
registrations for the foregoing.




          “Judgment” means any judgment, writ, order, decree, award or injunction of or by any
arbitrator, court, judge, justice or magistrate, including any bankruptcy court or judge and any
order, ruling or action of or by any Governmental Authority.




          “Key Employees” means the persons identified in Section 1.22 of the Company
Disclosure Schedule.




          “Law” means any law (including common law), treaty, statute, ordinance, code, rule,
regulation, Judgment, injunction or determination of any Governmental Authority.




          “Liabilities” means all Indebtedness and other liabilities (whether known or unknown, whether
asserted or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether fixed or unliquidated, and whether due or to become due), including any
such liability under Environmental, Health and Safety Laws and for Taxes.




          “Lien” means any (i) mortgage, pledge, lien (statutory or other), encumbrance, hypothecation,
charge, security interest, claim, option, right to acquire, adverse interest, infringement,
assignment, deposit arrangement, deed of trust, easement, assessment, lease, adverse claim, levy,
restriction, or preference, priority or other security agreement or preferential arrangement of any
kind or nature whatsoever (including any conditional sale or other title retention agreement, any
financing lease involving substantially the same economic effect as any




8









 







of the foregoing and the
filing of any charge under Section 125 of the Companies Act, 1956 of India or comparable Law of any
applicable jurisdiction), or (ii) preemptive right, option right, warrant, voting agreement, proxy,
trust agreement, buy-sell agreement, drag-along agreement, right of first offer or first refusal or
other Transfer restriction, redemption agreement, or similar right of third parties or a Contract
to give or refrain from giving any of the foregoing, including any restriction on the
transferability of the Sale Shares, imposed under Contract or under applicable Law.




          “Material Adverse Effect” means any event, fact, circumstance or occurrence that, individually
or in the aggregate with any other events, facts, circumstances or occurrences, results or could
reasonably be expected to result in a material adverse change in or a material adverse effect on
any of (i) the financial condition, Assets, Liabilities, results of operation or business of the
Company Parties taken as a whole, or (ii) the ability of any of the Sellers or the Company Parties
to perform their material obligations under any Transaction Document, provided,
that Material Adverse Effect shall not include events, developments, circumstances,
conditions, facts or occurrences, individually or in combination, resulting from (a) U.S., Asian or
European general economic conditions, except to the extent the Company is disproportionately
affected, (b) acts of war or terrorism generally affecting the economy, except to the extent the
Company is disproportionately affected, (c) changes, after the date hereof, in GAAP or regulatory
accounting requirements applicable to any Company Party, (d) any decline, but not the underlying
reason for the decline, in the stock price or trading volume of the Shares, (e) general economic
conditions affecting the Pharmaceutical Industry, except to the extent the Company is
disproportionately affected or (f) the Company’s relationship with its customers directly related
to the announcement of the Transaction.




          “MChem Group” means Xiamen MChem Pharma Group Limited, Xiamen MChem Laboratories Limited,
Dafeng MChem Pharmaceutical Chemical Company Limited, MChem Research and Development Company
Limited and Shanghai Fine Source Company Limited.




          “Merchant Banker Certificate” means the certificate of the merchant banker certifying, as
required by Regulation 23(6) of the Takeover Code, that Purchaser has fulfilled all of its
obligations in respect of the Open Offer.




          “MX” means Maxwell (Mauritius) Pte. Limited.




          “NB Agent” shall have the meaning set forth in Section 8.12.




          “NB Parties” means India Newbridge Investments Limited, India Newbridge Partners FDI Limited
and India Newbridge Coinvestment Limited.




          “Non-Resident Sellers” shall have the meaning set forth in Section 2.6(b).




          “Open Offer” shall have the meaning set forth in the recitals.




          “Open Offer Documents” shall mean all documents prepared in connection with the Open Offer.






9









 








          “Open Offer Closing Date” means the last date on which shares of the Company may be tendered
in the Open Offer.




          “Outside Date” shall have the meaning set forth in Section 7.1(d).




          “Parent” shall have the meaning set forth in the preamble.




          “Parent Share Purchase Agreements” means the Parent Share Purchase Agreement by and between
Parent and each of India Newbridge Investments Limited, India Newbridge Partners FDI, India
Newbridge Coinvestment Limited, Maxwell (Mauritius) Pte. Limited and Prasad Nimmagadda, entered
into concurrently with the date of this Agreement.




          “Parties” and “Party” shall have the meaning set forth in the preamble.




          “Patents” shall have the meaning set forth in the definition of “Intellectual Property.”




          “Per Share Price” shall have the meaning set forth in Section 2.2.




          “Permits” means all permits, licenses, certificates of authority, orders and approvals of, and
all filings, applications and registrations with, Governmental Authorities necessary for the
conduct of the respective business operations of the Company Parties as presently conducted.




          “Person” means any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union,
association, Governmental Authority or any other entity that may be treated as a legal person
established or existing under applicable Law.




          “Pharmaceutical Business” means research, development, manufacturing, distribution, sales and
marketing of branded and generic pharmaceutical products, including active pharmaceutical
ingredients, as conducted by the Company Parties on the date hereof and the activities relating to
biogenerics, antiretrovirals and finished dosage form products, as contemplated to be conducted by
the Company Parties as of the date hereof.




          “PN Agent” shall have the meaning set forth in Section 8.12.




          “PN Parties” means Prasad Nimmagadda, Prasad Nimmagadda-HUF, G2 Corporate Services Limited,
and Spandana Foundation.




          “Purchaser” shall have the meaning set forth in the preamble.




          “Purchaser Disclosure Schedule” means the disclosure schedule of Purchaser referred to in, and
delivered to the Sellers pursuant to, this Agreement.




          “RBI” means the Reserve Bank of India.




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          “Regulatory Approvals” means any and all certificates, permits, licenses, franchises,
concessions, grants, consents, approvals, orders, registrations, authorizations, waivers, variances
or clearances from, or filings or registrations with, any Governmental Authority.




          “Relative,” as to any natural Person, means any of such Person’s parents, children, siblings,
spouse, the parents and children of such Person’s spouse, and the spouses of such Person’s
children.




          “Representative” means, with respect to any Person, any officers, directors, limited or
general partners or members, joint venture partners, employees, agents, attorneys, accountants,
consultants, equity financing partners or financial advisors of such Person (or of such Person’s
successors or assigns) or other Person associated with, or acting on behalf of, such Person (or
such Person’s successors and assigns).




          “Required Regulatory Approvals” shall have the meaning set forth in the Company Letter
Agreement.




          “Requirement of Law” means, as to any Person, the Charter Documents of such Person, and all
Laws, Judgments or other determinations of an arbitrator, court or other Governmental Authority,
applicable to or binding upon such Person or any of its property or to which such Person or any of
its property is subject.




          “Rights” means, with respect to any Person, any subscription right, option, warrant,
convertible or exchangeable security or other right, however denominated, to subscribe for,
purchase or otherwise acquire any capital stock, other equity interest or other security of any
class or series and of any issuer, with or without payment of additional consideration in cash or
property, either immediately or upon the occurrence of a specified date or a specified event or the
satisfaction or happening of any other condition or contingency.




          “Rupee” and “Rs” means Rupee, the lawful currency of India.




          “Sale Consideration” shall have the meaning set forth in Section 2.2.




          “Sale Shares” shall have the meaning set forth in the recitals.




          “SEBI” means the Securities and Exchange Board of India.




          “Seller Consideration” shall have the meaning set forth in Section 2.2.




          “Seller Employment Agreements” means, collectively, the (i) employment agreements to be
amended and restated, or entered into at or prior to Closing, and effective as of the Closing Date,
by and between the Company and each of Rajiv Malik, S. Srinivasan, Dr. Hari Babu, Sanjeev Sethi,
and C. S. Muralidharan (ii) employment agreement to be entered into at or prior to Closing and
effective as of the Closing Date, by Parent and Prasad Nimmagadda, and (iii) employment agreements
to be entered into at or prior to Closing and effective as of the Closing Date by and between
Docpharma and each of Stijn Van Rompay and Koen Fuertes.





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          “Seller Share Number” means, with respect to a Seller, the number of Sale Shares proposed to
be sold by such Seller as set forth in Schedule I.




          “Sellers” shall have the meaning set forth in the preamble.




          “Sellers Disclosure Schedule” means the disclosure schedule of the Sellers referred to in, and
delivered to Purchaser pursuant to, this Agreement.




          “Sellers’ Agents” shall have the meaning set forth in Section 8.12.




          “Shareholders Agreement” means the agreement among PN, G2, Parent and Purchaser relating to
the voting and Transfer of the Sale Shares and certain corporate governance matters of the Company
effective as of the Closing Date, in substantially the form exchanged by the parties on the date
hereto.




          “Shares” shall have the meaning set forth in the recitals.




          “Software” shall have the meaning set forth in the definition of “Intellectual Property.”




          “Subsidiary” means, when used with respect to any Person as of any time, any other Person that
is, directly or indirectly through one or more intermediaries, Controlled by such first Person and
where such first Person is the Company, shall mean the MChem Group and Concord Biotech Limited and
any other entity of which more than 50% of the equity interests are owned by the Company and Astrix
Laboratories Limited, but shall not include Fine Chemicals Corporation and its direct or indirect
subsidiaries, Explora Laboratories, Matrix LifeSciences AG, Switzerland or any 50% or less owned
direct or indirect subsidiary of the Company.




          “Supply Agreement” means a supply agreement, to be entered by and among Parent, the Company
and Docpharma in accordance with Section 4.17.




          “SWIFT” means Society for World-wide Interbank Financial Telecommunications.




          “Takeover Code” means the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997.




          “Tax” means all taxes, fees, “cess” and other assessments of a similar nature, however
denominated, including any interest, additions to tax or penalties that may become payable in
respect thereof, imposed by any national, state, provincial, local or foreign government or any
agency or political subdivision of any such government, which taxes shall include, without limiting
the generality of the foregoing, all income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital
stock, franchise, profits, withholding, social security (or similar), unemployment, disability,
worker’s compensation, real property, personal property, sales, use, Transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax or any kind whatsoever, including any
interest, penalty, or addition thereto, whether disputed or not.






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          “Tax Return” means any return, report or similar statement (including the attached schedules)
required to be filed with respect to Taxes, including any information return, claim for refund,
amended return, or declaration of estimated Taxes.




          “Termination Agreements” means the agreements pursuant to which the Existing Shareholders
Arrangements are terminated, entered into concurrently with the date of this Agreement, effective
as of the Closing Date.




          “Trade Secrets” shall have the meaning set forth in the definition of “Intellectual Property.”




          “Trademarks” shall have the meaning set forth in the definition of “Intellectual Property.”




          “Transaction Documents” means, as of the date hereof, this Agreement, the Company Letter
Agreement, the Company Disclosure Schedule, the Shareholders Agreement, the Parent Share Purchase
Agreements, the Parent Shareholders Agreement, the Termination Agreements and the Sellers
Disclosure Schedule and, as of the Closing Date, means all of the foregoing and the Amended
Articles of Association, the Seller Employment Agreements, the Supply Agreement, and each of the
certificates delivered pursuant to Sections 2.4 and 2.5.




          “Transactions” means any and all of the transactions contemplated by this Agreement or any of
the other Transaction Documents.




          “Transfer” means, any transfer, sale, assignment, exchange, pledge, hypothecation gift,
issuance, distribution, foreclosure or other disposition of any kind, whether voluntary or by
operation of Law or other involuntary means, directly or indirectly, for or without consideration.




          “Tribunal” shall have the meaning set forth in Section 8.11(a).




          “U.S. GAAP Financial Statements” means the audited consolidated financial statements of the
Company and its Subsidiaries as of and for the years ended March 31, 2006 and March 31, 2005,
respectively (including the notes thereto), prepared in accordance with U.S. GAAP, applied on a
consistent basis during the periods involved (except as may be indicated in the notes thereto) and
the unaudited consolidated financial statements of the Company and its
Subsidiaries for the quarter ended June 30, 2006 and, to the extent available, any subsequent
quarters ending more than 45 days prior to the Closing Date.




ARTICLE II




PURCHASE AND SALE OF THE SHARES; RELATED TRANSACTIONS




          Section 2.1 Purchase and Sale. Upon the terms and conditions of this Agreement, at the Closing each Seller, severally and not
jointly, shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall
purchase,





13









 







acquire and accept from each Seller, a number of Sale Shares equal to the Seller Share
Number, free and clear of all Liens, and together with all right, title and interest as of the
Closing Date.




          Section 2.2 Sale Consideration. The consideration (the “Sale Consideration”) for the
purchase of each Sale Share from each Seller shall be an amount of Rs. 306 (Rupees three hundred
and six) per Share in the case of the PN Parties and an amount in U.S. dollars per Share equal to
the U.S. dollar equivalent of Rs. 306 per share based on the Rupee/U.S. Dollar reference rate,
expressed as the amount of Rupee per one U.S. Dollar, for settlement on the Closing Date reported
by the Reserve Bank of India which appears on the Reuters Screen RBIB Page at 2:30 p.m., Mumbai
time, on the Closing Date in the case of the NB Parties and MX (the “Per Share Price”). The Sale
Consideration shall be paid by Purchaser to Sellers in the respective amounts owing thereto by
multiplying the Per Share Price by the Seller Share Number applicable to such Seller, as set forth
in Schedule I hereto (in respect of each Seller, its “Seller Consideration”), without any set-off
or deduction whatsoever, and in the manner set forth in Section 2.5 below.




          Section 2.3 The Closing. The closing of the transactions contemplated by this Agreement
(the “Closing”) shall take place at the offices of the Company in Hyderabad, India or at such other
location as the Parties may mutually agree, at 10:00 a.m., Indian standard time, following the
satisfaction or waiver, if permissible, of the conditions to Closing set forth in Article III
(other than conditions which by their nature can be satisfied only at Closing), on such date as the
Parties mutually agree, which shall be no earlier than the seventh day and no later than tenth day,
or if such day is not a Business Day, the next following Business Day, after satisfaction or
waiver, if permissible, of the conditions to Closing set forth in Article III (other than
conditions which by their nature can be satisfied only at Closing), unless another date is agreed
to in writing by the Parties.




          Section 2.4 Deliveries by Sellers. At the Closing and subject to the terms and conditions
hereof, Sellers shall deliver the following to Purchaser:




               (a) the certificate provided in Section 3.1(a)(ii);



               (b) a certificate duly executed by an authorized signatory of each Seller, attaching certified
copies of the resolutions of the competent corporate body of such Seller, if applicable, approving
the Transaction Documents to which it is a party, authorizing and approving the execution, delivery
and performance (which performance shall be subject to any Required Regulatory Approvals or any
corporate consents that are required to be obtained before the Closing Date, and any changes in Law
following the Closing Date) of the Transaction Documents to which it is a party and the
consummation of the Transactions which are required to be consummated by such Seller prior to the
Closing Date;



               (c) the U.S. GAAP Financial Statements, certified by the Chief Executive Officer and Chief
Financial Officer of the Company;



14









 





               (d) opinion of the Indian Counsel of the Company, in the form and substance satisfactory to
Purchaser and covering the items set forth in Exhibit B;



               (e) a letter from the Company confirming that (i) the representations and warranties of the
Company contained in the Company Letter Agreement, made as if none of such representations or
warranties contained any qualification or limitation as to “materiality” or “Material Adverse
Effect,” shall have been true and correct on the date of this Agreement, and on and as of the
Closing Date as if made on and as of the Closing Date (except where such representation or warranty
speaks by its terms to a different date, in which case it shall be true and correct as of such
date), except where the failure of such representations and warranties to be true and correct as so
made does not have and is not, individually or in the aggregate, reasonably likely to have a
Material Adverse Effect, and that (ii) the Company shall have performed and complied, in all
material respects, with the covenents contained in the Company Letter Agreement;



               (f) a certified copy of the resolutions of the Board of Directors passed pursuant to Section
2.7 hereof;



               (g) a general release and discharge from each Seller, in mutually agreed form, entered into
pursuant to Section 4.11 hereof;



               (h) as regards the Indian Resident Sellers (as defined below), such documents and writings as
are required to be given by the Indian Resident Sellers to the Purchaser for enclosing with Form
FC-TRS as provided by RBI’s Circular No. A.P. (DIR Series) Circular No. 16 dated 4 October 2004
(“Circular No. 16”); and



               (i) all other documents, instruments, certificates and writings reasonably requested to be
delivered by Sellers and mutually agreed between the Parties prior to the Closing, pursuant to this
Agreement and the other Transaction Documents.



          Section 2.5 Deliveries by Purchaser. At the Closing and subject to the terms and
conditions hereof, Purchaser shall:




               (a) make payment to each Seller of its Seller Consideration in immediately available funds by
way of SWIFT Transfers or wire transfers in same-day funds to
each such Seller’s Closing Account, without set-off or deduction of any kind, which Seller
Consideration shall be held by each Seller in trust for the Purchaser until the Sale Shares agreed
to be sold by it to the Purchaser have been transferred to the Purchaser’s depositary account as
provided in Section 2.6;



               (b) deliver to the Sellers’ Agents the certificate provided for in Section 3.2(a)(ii);



               (c) deliver to the Sellers’ Agents a certificate duly executed by each of an officer of Parent
and Purchaser attaching copies, certified by authorized officers as true and complete, of the
resolutions of the board of directors of Parent and Purchaser approving the Transaction Documents
to which they are a party, authorizing and approving the execution,



15









 




delivery and performance (which
performance shall be subject to any Required Regulatory Approvals or corporate consents that are
required to be obtained before the Closing Date, and any changes in Law following the Closing Date)
of the Transaction Documents to which they are a party and the consummation of the Transactions
which are required to be consummated by Parent and Purchaser prior to the Closing Date;




               (d) deliver to the Sellers’ Agents a copy of the Merchant Banker Certificate confirming that
Purchaser has complied with all the conditions of the Open Offer; and



               (e) deliver to the Sellers’ Agents all other documents, instruments, certificates and writings
reasonably requested to be delivered by Purchaser and mutually agreed between the Parties prior to
the Closing, pursuant to this Agreement and the other Transaction Documents.



          Section 2.6 Registration of Transfer.




               (a) Closing of Sale Shares being sold by Prasad Nimmagadda, Prasad Nimmagadda-HUF, G2
Corporate Services Limited and Spandana Foundation (the “Indian Resident Sellers”):



          At Closing:





                    (i) immediately upon Purchaser making payment of the Seller Consideration to
each of the Indian Resident Sellers as provided in Section 2.5(a), the Purchaser
shall, and each Seller shall assist the Purchaser to, expeditiously obtain each
Indian Resident Seller’s Authorized Dealer certification on Form FC-TRS as provided
by Circular No. 16;




                    (ii) immediately upon obtaining such certification the Purchaser shall deliver
the relevant certified Form FC-TRS to the Company and shall deliver to Wadia Ghandy
& Co., Advocates & Solicitors of the Indian Resident Sellers, a certified true copy
of the certified form FC-TRS along with a written confirmation that the Purchaser
has paid the full Seller Consideration to each Indian Resident Seller;




                    (iii) immediately upon Wadia Ghandy & Co. receiving the confirmation and copy
of the certified Form FC-TRS from the Purchaser, Wadia Ghandy & Co. shall deliver to
the India Resident Sellers’ depositary participants the delivery instruction slips
delivered to Wadia Ghandy & Co. pursuant to Section 3.1(a)(xiii); and each Indian
Resident Seller shall do such further acts, if any required, to cause its depository
participant to transfer the relevant Sale Shares to Purchaser’s depository account
(details of which shall have been given by Purchaser to Sellers at least five
Business Days prior to the Closing Date); and




                    (iv) upon confirmation by Purchaser’s depository participant of the Transfer of
the Sale Shares to Purchaser’s account (which confirmation Purchaser shall endeavor
to expeditiously obtain), Purchaser shall promptly inform the PN Agent that it has
received such confirmation.



16









 





               (b) Closing of Sale Shares being sold by India Newbridge Investments Limited, India Newbridge
Partners FDI Limited, India Newbridge Coinvestment Limited and Maxwell (Mauritius) Pte. Limited
(the “Non-Resident Sellers”):



          At Closing:





                         (i) simultaneously with Purchaser making payment of the Seller Consideration to
each of the Non- Resident Sellers as provided in Section 2.5(a), each Non-Resident
Seller shall cause its depository participant to transfer the relevant Sale Shares
to Purchaser’s depository account (details of which shall have been given by
Purchaser to Sellers at least five Business Days prior to the Closing Date); and




                         (ii) upon confirmation by Purchaser’s depository participant of the Transfer of
the Sale Shares to Purchaser’s account (which Purchaser shall endeavor to
expeditiously obtain), Purchaser shall promptly inform the relevant Seller’s Agent
that it has received such confirmation.



          Section 2.7 Board Meeting. On the Closing Date Sellers shall cause the Company to hold
meetings of the Board of Directors and pass resolutions approving:





                         (i) the appointment of up to 12 persons nominated by Purchaser at least five
Business Day prior to the Closing, as additional directors on the Board of the
Company in accordance with Law and the Articles of Association;




                         (ii) the resignations of all the directors of the Company; and




                         (iii) the appointment of Robert J. Coury, or such other person designated by
Parent if Mr. Coury is unable to serve, as the Non-Executive
Chairman and Prasad Nimmagadda as the Non-Executive Vice-Chairman of the Board.



          Section 2.8 Filing of Form No. 32. The Purchaser shall cause the Company to file a
certified copy of Form No. 32 of the Companies (Central Government’s) General Rules and Forms with
the Registrar of Companies with respect to the appointment of the Purchaser Nominee Directors and
the resignation of the existing directors of the Company pursuant to Section 2.7 hereof.




ARTICLE III




CONDITIONS PRECEDENT




          Section 3.1 Conditions to Obligations of Purchaser




               (a) The obligations of Purchaser to purchase and pay for the Sale Shares on the Closing Date
and to consummate the other Transactions on the Closing Date are subject to



17









 




the satisfaction, or
waiver in writing by Purchaser in its sole discretion, at or prior to the Closing, of the following
conditions:





                         (i) the representations and warranties of the Sellers contained in this
Agreement, made as if none of such representations or warranties contained any
qualification or limitation as to “materiality” or “Material Adverse Effect,” shall
have been true and correct on the date of this Agreement, and on and as of the
Closing Date as if made on and as of the Closing Date (except where such
representation or warranty speaks by its terms to a different date, in which case it
shall be true and correct as of such date), except where the failure of such
representations and warranties to be true and correct as so made does not have and
is not, individually or in the aggregate, reasonably likely to have a Material
Adverse Effect; each Seller shall have performed and complied, in all material
respects, with all and shall not be in material breach or default under any,
agreements, covenants, conditions or obligations contained in this Agreement that
are required to be performed or complied with on or prior to the Closing Date;




                         (ii) each Seller shall have delivered to Purchaser a certificate of such
Seller, dated the Closing Date, to the effect of the foregoing clause (i) above,
with respect to itself only;




                         (iii) (A) no order or injunction shall have been issued by a Governmental
Authority that restrains, restricts, enjoins, prevents, prohibits, or otherwise
makes illegal the consummation of any of the transactions contemplated by this
Agreement or that materially adversely affects Purchaser’s ownership of the Sale
Shares following the Closing; (B) no material action, suit, proceeding or
investigation relating to this Transaction shall have been instituted
by a Governmental Authority that Purchaser reasonably determines is likely to
restrain, restrict, enjoin, prevent or prohibit, or otherwise make illegal any of
the transactions contemplated by this Agreement or that is likely to materially
adversely affect either Parent, Purchaser or the Company, or Purchaser’s ownership
of the Sale Shares following the Closing, provided, however, that
the reasonable determination shall be that of both Parties if Sellers cause the
Company Parties to provide the Purchaser with information within Sellers’ or the
relevant Company Parties’ possession relating to such matter and reasonably
co-operate with the Purchaser to obtain from the Governmental Authority such
information as Purchaser shall reasonably request in order to determine whether such
event is reasonably likely to occur; (C) no Law shall have been promulgated,
adopted, enacted or entered into force or otherwise made effective by any
Governmental Authority that has or would have such effect; and (D) no Law shall be
reasonably likely to be promulgated, adopted, enacted or entered into force or
otherwise be made effective by any Governmental Authority that would have such
effect;




                         (iv) no Material Adverse Effect shall have occurred since the date of this
Agreement and be continuing, or reasonably be likely to occur;



18









 






                         (v) the Required Regulatory Approvals set forth in Section 6.3 of the
Purchaser Disclosure Schedule shall have been obtained;




                         (vi) Sellers shall have caused the Company to obtain the approvals, consents,
waivers and releases set forth in Section 5.3 of the Company Disclosure
Schedule, in each case in form and substance reasonably satisfactory to
Purchaser, and no such approval, consent, waiver or release shall have been revoked;




                         (vii) the documents to be delivered under Section 2.4 shall have been delivered
to Purchaser;




                         (viii) the U.S. GAAP Financial Statements and the unqualified audit reports of
the independent auditors of the Company relating to the audited Financial Statements
shall have been completed;




                         (ix) the Termination Agreements shall be in full force and effect;




                         (x) the Seller Employment Agreements with Prasad Nimmagadda, Rajiv Malik and
Stijn Van Rompay and the Shareholders Agreement each shall have been executed and
shall be in full force and effect;




                         (xi) all conditions to closing of each of the Parent Share Purchase Agreements
(other than any Required Regulatory Approvals thereunder and other than conditions
that by their nature can only be satisfied at the closing of such Transaction) shall
have been satisfied;




                         (xii) the Merchant Banker Certificate confirming that Purchaser has complied
with all the conditions of the Open Offer shall have been delivered to Purchaser;
and




                         (xiii) each Indian Resident Seller shall deliver to Wadia Ghandy & Co., (with a
copy being delivered to Luthra & Luthra Law Offices) completed and signed delivery
instruction slips for transfer of the Indian Resident Seller’s Sale Shares to the
Purchaser pursuant to Section 2.6(a)(iii).



               (b) Sellers agree that the conditions precedent set out in this Section 3.1 are for the
benefit of Purchaser and Parent only, and may be waived in writing by Purchaser in its sole
discretion.



          Section 3.2 Conditions to Obligations of Sellers.




               (a) The obligations of Sellers to sell the Sale Shares and to consummate the other
Transactions on the Closing Date are subject to the satisfaction, or waiver in writing by the
Sellers’ Agents in their sole discretion, on or prior to the Closing Date, of the following
conditions:



19









 






                         (i) the representations and warranties of Parent and Purchaser contained in
this Agreement, made as if none of such representations or warranties contained any
qualification or limitation as to “materiality,” shall have been true and correct on
the date of this Agreement, and on and as of the Closing Date as if made on and as
of the Closing Date (except where such representation or warranty speaks by its
terms to a different date, in which case it shall be true and correct as of such
date), except where the failure of such representations and warranties to be true
and correct as so made does not have and is not, individually or in the aggregate,
reasonably likely to have a material adverse effect on the financial condition,
Assets, Liabilities, results of operation or business of Parent and Purchaser taken
as a whole or on the ability of Parent and Purchaser to perform their material
obligations under any Transaction Document; Parent and Purchaser shall have
performed and complied, in all material respects, with all and shall not be in
material breach or default under any, agreements, covenants, conditions or
obligations contained in this Agreement that are required to be performed or
complied with on or prior to the Closing Date;




                         (ii) Parent and Purchaser shall have delivered to Sellers’ Agent a certificate
of Parent and Purchaser, as applicable, dated the Closing Date, to the effect of the
foregoing clause (i) above;




                         (iii) (A) no order or injunction shall have been issued by a Governmental
Authority that restrains, restricts, enjoins, prevents, prohibits, imposes
substantial damages, costs or penalties or otherwise makes illegal the consummation
of any of the transactions contemplated by this Agreement or that adversely affect
Purchaser’s ownership of the Sale Shares following the Closing;
(B) no material action, suit, proceeding or investigation relating to this
Transaction shall have been instituted by a Governmental Authority that the Parties
reasonably determine is likely to restrain, restrict, enjoin, prevent or prohibit,
or otherwise make illegal any of the transactions contemplated by this Agreement or
that is likely to materially adversely affect Sellers; (C) no Law shall have been
promulgated, adopted, enacted or entered into force or otherwise made effective by
any Governmental Authority that has or would have such effect; and (D) no Law shall
be reasonably likely to be promulgated, adopted, enacted or entered into force or
otherwise be made effective by any Governmental Authority that would have such
effect;




                         (iv) the Regulatory Approvals set forth in Section 6.3 of the
Purchaser Disclosure Schedule shall have been obtained;




                         (v) Purchaser shall have obtained the approvals, waivers, consents and releases
set forth in Section 6.4 of the Purchaser Disclosure Schedule, in
each case in form and substance reasonably satisfactory to Sellers, and no such
approval, consent, waiver or release shall have been revoked;




                         (vi) the documents to be delivered under Section 2.5 shall have been delivered
to the Sellers; and



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                         (vii) the Merchant Banker Certificate confirming that Purchaser has complied
with all the conditions of the Open Offer shall have been delivered to Sellers.



                    (b) Purchaser agrees that the conditions precedent set out in this Section 3.2 are for the
benefit of the Sellers only, and may be waived in writing by the Sellers’ Agents in their sole
discretion.



ARTICLE IV




COVENANTS




          Section 4.1 Conduct of Business. Each Seller agrees that, during the period from the date
of this Agreement until the earlier of the Closing or the termination of this Agreement in
accordance with its terms, except (a) as expressly contemplated by this Agreement or the
Transaction Documents, (b) as required by applicable Law, (c) as set forth in Section 4.1
of the Company Disclosure Schedule or (d) as consented to by Purchaser in writing (which
consent shall not be unreasonably withheld, delayed or conditioned), each Seller shall use its
reasonable best efforts to cause the Company to, and to cause the Company to cause each of its
Subsidiaries to: (i) use its reasonable best efforts to maintain its existence in good standing
under applicable Law, (ii) conduct its operations only in the ordinary and usual course of business
consistent with past practice, (iii) use its reasonable best efforts to keep available the services
of its current officers, material employees and management, (iv) use its reasonable best efforts to
maintain and enforce all Company Intellectual Property (as such term is defined in the Company
Letter Agreement), (v) use its reasonable best
efforts to maintain its rights and franchises and preserve its current relationships with its
customers, suppliers and others having business dealings with the Company to the end that its
ongoing businesses shall not be impaired in any material respect at the Closing, (vi) use its
reasonable best efforts to maintain its material real property and other material Assets in good
repair, order and condition (subject to normal wear and tear) consistent with current needs, (vii)
use its reasonable best efforts to replace in accordance with industry practices its inoperable,
worn out or obsolete material Assets with Assets of similar quality consistent with past practices
and current needs and (viii) pay all applicable material Taxes when due and payable unless such
Taxes are being contested in good faith, and, subject to the foregoing, including the exceptions
set forth in Section 4.1 of the Company Disclosure Schedule, shall use reasonable
best efforts to procure that the Company shall not, and that the Company shall cause each of its
Subsidiaries not to, directly or indirectly:




                    (a) amend or modify the Charter Documents of any Company Party (including the provisions of
the Charter Documents relating to the composition or size of the Board of Directors, the rights
granted to shareholders of the Company or the purposes of the Company);



                    (b) take any action or enter into any transactions that could reasonably be expected to result
in a material change in the scope, nature and/or activities of the Company’s business;



21









 





                    (c) commence, terminate or change any line of business of any Company Party;



                    (d) appoint, replace, remove or support the removal of the independent auditor of the Company;



                    (e) (i) issue or authorize the issuance of any Rights, or grant any options, warrants, or
other rights to purchase or obtain any of its Rights, except to any employees below the general
manager level in the ordinary course of business consistent with past practice under the Company
Stock Plans set forth in Section 1.5(b) of the Company Disclosure Schedule, (ii)
redeem, purchase or otherwise acquire any of its Rights, (iii) sell, pledge, grant, encumber or
otherwise dispose of any of its Rights or (iv) or split, combine or otherwise reclassify any of its
Rights;



                    (f) take any action in furtherance of any liquidation, bankruptcy, suspension of payments,
assignment to creditors or similar matter, involving any Company Party;



                    (g) cancel, compromise or settle any material Action, or waive or release any material rights,
of any Company Party;



                    (h) take any action that would result in any material changes to any Contract between any
Company Party, on the one hand, and any of the Sellers, on the other hand, or enter into any such
Contract;



                    (i) enter into any Contract or transaction which would be required to be reported in the
Company’s financial statements pursuant to the Statement of Accounting Standards (AS18) issued by
the Council of the Institute of Chartered Accountants of India (other than employment Contracts and
terms of employment of key management personnel who are not Sellers (as defined by AS18) and
Contracts between or among any Company Parties), in the ordinary course consistent with past
practice in an amount not to exceed Rs. 50,000,000;



                    (j) enter into any binding or non-binding commitment in respect of, or take any other action
in furtherance of, any actual or proposed Business Combination of any kind;



                    (k) except as set forth in Section 4.1(k) of the Company Disclosure Schedule,
incur any Indebtedness or issue any note, bond or other debt security or create, incur, assume,
guarantee, endorse or otherwise as an accommodation become responsible for any Indebtedness or any
capitalized lease obligation of any Person other than any Company Party, in an amount exceeding Rs.
250,000,000 (or the equivalent in another currency) in the aggregate;



                    (l) except as set forth in Section 4.1(l) of the Company Disclosure Schedule,
sell, lease, mortgage, pledge, license, transfer or otherwise dispose of any material property
rights (including Company Intellectual Property), material Assets or material rights of any Company
Party;




22










 





               (m) except in the ordinary course of business consistent with past practice, grant or acquire,
agree to grant to or acquire from any Person, or dispose of or permit to lapse any rights to, any
material Intellectual Property, or disclose or agree to disclose to any Person, other than
representatives of Purchaser, any material Trade Secret;



               (n) change the policies or practices of any Company Party with regard to the extension of
discounts or credit to customers or collection of receivables from customers except in the ordinary
course of business consistent with past practice;



               (o) recruit any new employee at the vice-president level or above except to fill vacancies
existing as of the date hereof;



               (p) enter into any arrangement or agreement to sell or otherwise dispose of any marketing
authorizations for pharmaceutical products of the Company Parties, which are currently distributed
or will be distributed by the relevant Company Parties under their own brand names, or undertake
any non-compete obligations, in each case except in the ordinary course of business consistent with
past practice of the relevant Company Party;



               (q) except as set forth in Section 4.1(q) of the Company Disclosure Schedule,
declare, set aside or pay any dividend or distribution on or in respect of any of its Rights or the
Rights of any Company Party, except for dividends recommended but undeclared and unpaid as of the
date hereof;



               (r) take any action that would result in the issuance of any equity securities or Rights of
any Company Party, except for exercises of outstanding options pursuant to the Company Stock Plans
under Section 1.5(b) of the Company Disclosure Schedule and
except for grants to employees below the general manager level, in each case, in the ordinary
course of business consistent with past practice;



               (s) grant, impose or permit to exist any material Lien on any of its material Assets, other
than in the ordinary course of business consistent with past practice;



               (t) except as required by Law, Indian GAAP or GAAP in the jurisdiction of organization of the
relevant Company Party, change the fiscal year of any Company Party, revalue any of the material
Assets of any Company Party or make any changes to their accounting principles or practices, Indian
GAAP or GAAP in the jurisdictions of organization of the relevant Company Party, or
materially write up, write down or write off the book value of any Assets that are, individually or
in the aggregate, material to the Company Party and its Subsidiaries taken as a whole, except in
each case as required for the completion of the U.S. GAAP Financial Statements;



               (u) (i) adopt, enter into, materially amend or terminate (or grant any material waiver or
consent under) any broad-based or other material plan or arrangement that would constitute an
Employee Benefit Plan had such plan or agreement existed on the date hereof, (ii) grant or agree to
grant any increase in the wages, salary, bonus, or other compensation, remuneration or benefits of
any employees of the Company Parties other than increases to employees at or below the general
manager level in the ordinary course of business



23









 







consistent with past practice or (iii) take any
action that would result in any change to Key Employees (including changes to the scope of
responsibility of Key Employees);



               (v) enter into any Contract that, had it been entered into prior to the date hereof, would be
a Company Contract, or materially amend, materially modify, terminate, cancel, relinquish,
materially waive or release (i) any existing Company Contract, (ii) any Contract that is, or had it
been entered into prior to the date hereof would be, a Company Contract or (iii) any material
insurance Contract (in each case other than an amendment or modification which would be beneficial
to the relevant Company Party);



               (w) take any action that would reasonably be expected to have a Material Adverse Effect;



               (x) incur or commit to any capital expenditures or any obligations or Liabilities in
connection therewith, other than (i) individual items of capital expenditure which have been
committed to by the relevant Company Party with third parties prior to the date of this Agreement,
(ii) capital expenditures and obligations and Liabilities in connection therewith contemplated by
the Company’s current capital expenditure budget set forth in Section 4.1(x) of the
Company Disclosure Schedule, (iii) capital expenditures and obligations and Liabilities in
connection therewith reasonably required in order to deal with emergency situations (in which case
the Company shall promptly notify Purchaser), and (iv) other capital expenditures and obligations
or Liabilities in connection therewith not set forth on Section 4.1(x) of the Company
Disclosure Schedule incurred or committed to in the ordinary course of business consistent with
past practice and which are not individually in excess of Rs. 100,000,000 (or the equivalent in
another currency) or in the aggregate in excess of Rs. 300,000,000 (or the equivalent in an other
currency);



               (y) make any material Tax election or settle or compromise any material Liability for Taxes,
change any annual Tax accounting period, change any method of Tax accounting (except as required by
Law, Indian GAAP or GAAP in the jurisdiction of organization of the relevant Company Party), file
any material amendment to any material Tax Return (other than an amendment which is beneficial to
the relevant Company Party), enter into any closing agreement relating to any material Tax,
surrender any right to claim a material Tax refund, or consent to any extension or waiver of the
statute of limitations period applicable to any material Tax claim or assessment;



               (z) modify, amend or terminate, or waive, release or assign any material rights or claims with
respect to any confidentiality agreement to which the Company is a party;



               (aa) except as set forth in Section 4.1(aa) of the Company Disclosure
Schedule, convene a General Meeting for passing a resolution for performing any of the
aforesaid acts; or



               (bb) make any decision or take any action which would have the effect of any action listed in
this Section 4.1 or result in any such action being taken.



          Section 4.2 Extraordinary General Shareholders’ Meeting. The Parties shall use their
reasonable best efforts to cause the Company to (i) duly call, give notice of, convene

24









 








(no later
than 7 Business Days prior to the Closing Date (or such other date that the Parties shall mutually
agree upon) and hold an Extraordinary General Shareholders’ Meeting in accordance with the
Company’s Articles of Association and applicable Law, to be held after the Closing Date, for the
purpose of amending the Articles of Association as set forth in the Amended Articles of
Association. Once the Extraordinary General Shareholders’ Meeting has been called and noticed, the
Parties shall not postpone or adjourn the Extraordinary General Shareholders’ Meeting, other than
if the anticipated Closing Date will be delayed, in order to schedule such meeting as soon as
practicable following the Closing Date. The Parties shall take all actions necessary or advisable
to secure the vote or consent of shareholders required by applicable Law to effect the actions
contemplated by this Section 4.2.




          Section 4.3 Completion of the U.S. GAAP Financial Statements; Internal Controls; Disclosure
Controls.




               (a) The Sellers shall use their best efforts to cause the Company to, as soon as practicable
after the date of this Agreement and in any event prior to the Closing Date, (A) complete the U.S.
GAAP Financial Statements and to provide its independent auditors all information reasonably
requested by them in connection with preparation of their audit report on such U.S. GAAP Financial
Statements. The Parties shall cooperate to develop and use their reasonable best efforts to
implement: (i) a system of internal accounting controls sufficient to provide reasonable assurance
that transactions are recorded as necessary to permit preparation of the Company’s financial
statements in conformity with U.S. GAAP, and (ii) “disclosure controls and procedures” (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) required in order for the Chief Executive Officer and
Chief Financial Officer of Parent to engage in the review and evaluation process mandated by
the Exchange Act and the rules promulgated thereunder with respect to the Company Parties.



               (b) Sellers shall use their best efforts to cause the Company to promptly prepare and deliver
to Parent and Purchaser prior to Closing the U.S. GAAP Financial Statements, certified by the Chief
Executive Officer and the Chief Financial Officer of the Company.



          Section 4.4 Regulatory Approvals; Filings and Authorizations. Purchaser and Parent hereby
undertake, agree and covenant with Sellers that Purchaser and Parent shall use their reasonable
best efforts to apply for and obtain, as soon as practicable after the date of this Agreement (and
in any event prior to the Closing Date), the Required Regulatory Approvals.




          Section 4.5 Performance Obligations. Parent and Purchaser shall, and Parent shall cause
Purchaser to, and Sellers shall and shall use their reasonable best efforts to cause the Company
to, comply with each Party’s respective obligations under the Transaction Documents to which they
are a party.




          Section 4.6 Non-Solicitation.




               (a) Each Seller shall, and shall use reasonable best efforts to cause the Company and to cause
the Company to cause to the Company Parties to, immediately cease and terminate any existing
solicitation, initiation, encouragement, activity, discussion or negotiation



25









 







with any Persons
conducted heretofore by such Seller, the Company Parties or its or their respective Representatives
with respect to any proposed, potential or contemplated acquisition or sale of the Sale Shares (or
all of the outstanding equity of the Company or material Assets of the Company), or any other
transaction the consummation of which would prevent or materially delay any of the Transactions.



               (b) Each Seller hereby covenants and agrees that, except as contemplated by this Agreement,
from the date hereof until the Closing Date (the “Exclusivity Period”), it shall not and shall use
its reasonable best efforts to cause its Representatives not to, directly or indirectly, (i)
solicit, initiate, participate in or encourage any inquiries, discussions, offers or proposals
regarding a Transfer of any or all of the Sale Shares beneficially owned by such Seller (or all of
the outstanding equity of the Company or any of the material Assets of the Company), (ii) provide
nonpublic information to any Person or entity with respect to the Company Parties in connection
with any such Transfer, (iii) continue, propose or enter into discussions or negotiations with
respect to a Transfer of any or all of the Sale Shares beneficially owned by such Seller, (iv)
offer to Transfer, Transfer or consent to any Transfer of, any or all of the Sale Shares
beneficially owned by such Seller or any interest therein, except to one of the other Sellers (in
which case such other Sellers’ obligations would extend to such shares transferred to it), (v)
enter into any Contract, option or other agreement or understanding with respect to any Transfer of
any or all of such Sale Shares or any interest therein, (vi) grant any
proxy, power-of-attorney or other authorization or consent in or with respect to such Sale
Shares except to one of the other Sellers, or (vii) deposit such Sale Shares into a voting trust or
enter into a voting agreement or arrangement with respect to such Sale Shares except with any other
Seller.



               (c) Each Seller shall immediately notify Purchaser of receipt by it or, to its knowledge, a
Company Party of any offer or proposal or indication of interest relating to an acquisition of any
or all Sale Shares (or all of the outstanding equity of the Company or any of the material Assets
of the Company), or any inquiry or contact by any third party with respect thereto (which notice
shall identify the Person making the proposal and the material terms thereof) that such Seller or
its Affiliates or its or their respective Representatives may receive during the Exclusivity
Period.



               (d) In the event of a breach or a threatened breach of this Section 4.6, Purchaser shall be
entitled to have recourse to any court in any jurisdiction for the purpose of interim relief and
Sellers agree that damages may not be an appropriate and adequate remedy for a breach of this
provision and Purchaser shall have the right to seek specific performance.



          Section 4.7 Non-Competition. In consideration for the sale of his Sale Shares, for a
period beginning on the Closing Date and ending on the later of (i) the third anniversary of the
Closing Date, (ii) two years following the time at which Prasad Nimmagadda is no longer on the
Board of Directors of the Company and (iii) two years following the date or which Prasad Nimmagadda
is no longer an employee of the Company, Prasad Nimmagadda and any entity directly or indirectly
Controlled by Prasad Nimmagadda, shall not directly or indirectly:




26









 








               (a) engage in, continue in or carry on any Pharmaceutical Business, including owning any
Controlling financial interest in any corporation, partnership, firm, entity or other form of
business organization which is so engaged;



               (b) consult with, advise or assist in any way, whether or not for consideration, any
corporation, partnership, firm, entity or other form of business organization which engages or
carries out any Pharmaceutical Business and is now or becomes a competitor of Parent or Purchaser
or their respective Affiliates, in any aspect, including advertising or otherwise endorsing the
products of any intermediary for any such competitor, loaning money or rendering any other form of
financial assistance to or engaging in any form of business transaction on other than an arm’s
length basis with any such competitor; or



               (c) engage in any practice the purpose or effect of which is to evade the provisions of this
Section 4.7;



               provided, however, that the foregoing shall not prohibit actions by
Prasad Nimmagadda contemplated in this Agreement or the other Transaction Documents or the
ownership of securities of corporations which are listed on a national securities exchange or
traded in a national over-the-counter market in an amount which shall not exceed 5% of the
outstanding shares of any such corporation. The Parties agree that the geographic scope of this
covenant not to compete shall extend throughout the U.S., Europe and Asia, and the Parties
acknowledge that such territory is reasonable in light of the respective businesses of Purchaser
and its Affiliates. In the event that a court of competent jurisdiction determines that the
provisions of this covenant not to compete are excessively broad as to duration, geographical scope
or activity, it is expressly agreed that this covenant not to compete shall be construed so that
the remaining provisions shall not be affected but shall remain in full force and effect, and any
such over-broad provisions shall be deemed, without further action on the part of any Person, to be
modified, amended and/or limited, but only to the extent necessary to render the same valid and
enforceable in such jurisdiction. For the avoidance of doubt, PN shall not be restricted from
making investments in any businesses not in the Pharmaceutical Business.



          Section 4.8 Antitrust Filings; Reasonable Best Efforts.




               (a) Subject to the requirements of applicable antitrust Laws, Parent and Purchaser shall, and
Sellers shall and shall use their reasonable best efforts to cause the Company to, as promptly as
practicable after the date of this Agreement, (i) prepare and file or cause to be filed all
necessary documentation, (ii) effect all necessary applications, notices, petitions and filings,
(iii) use their reasonable best efforts, in each case, to obtain all permits, consents, approvals
and authorizations of all Governmental Authorities necessary to consummate the transactions
contemplated by this Agreement or other Transaction Documents. Subject to the requirements of
applicable antitrust Laws, Parent and Purchaser shall, and Sellers shall and shall use their
reasonable best efforts to cause the Company to, use their respective commercially reasonable
efforts to obtain all necessary consents, approvals and authorizations of all other parties
necessary to consummate the transactions contemplated by this Agreement or required by the terms of
any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession,
Contract, lease or other instrument to which Parent, Purchaser, Sellers and the Company Parties is
or are a party or by which any of them is bound; provided, however, that no



27









 







note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, Contract,
lease or other instrument shall be amended or modified to increase in any material respect the
amount payable thereunder or to be otherwise more burdensome, or less favorable, in each case in
any material respect, to the Company and its Subsidiaries considered as one enterprise in order to
obtain any permit, consent, approval or authorization without first obtaining the written consent
of Parent, which consent shall not be unreasonably withheld or delayed. Each party shall have the
right to review and approve in advance all characterizations of the information relating to such
party, and such approval shall not be unreasonably withheld or delayed; and each of Purchaser,
Parent and the Sellers shall have the right to review and approve in advance all characterizations
of the information relating to the transactions contemplated by this Agreement or any other
Transaction Document, in each case which appear in any material filing made in connection with the
transactions contemplated hereby. Parent, Purchaser and Sellers agree that they will consult with
each other with respect to the obtaining of all such necessary Permits, consents, approvals and
authorizations of all third parties and Governmental Authorities.



               (b) Notwithstanding anything to the contrary in this Section 4.8, neither Parent nor the
Company shall be required in order to resolve any objections asserted under antitrust Laws by any
Governmental Authority with respect to the transactions contemplated by
this Agreement to divest any of its businesses, product lines or Assets, or take or agree to
take any other action or agree to any limitation or restriction.



          Section 4.9 Access to Information; Confidentiality.




               (a) Subject to the Parties’ reasonable determination regarding limitations required by
applicable Law or contractual arrangements, Sellers shall and shall use their reasonable best
efforts to cause the Company to, and to cause the Company to cause the Company Subsidiaries and the
officers, directors, employees and agents of the Company and the Company Subsidiaries, to, afford
the officers, employees and agents of Parent and Purchaser, at their sole cost and risk, reasonable
access at all reasonable times during normal business hours from the date hereof through the
Closing Date to its officers, employees, agents, properties, facilities, books, records, Contracts
and other Assets and shall furnish Parent and Purchaser all financial, operating and other data and
information as Parent and Purchaser through their officers, employees or agents, may reasonably
request. Subject to the Parties’ reasonable determination regarding limitations required by
applicable law or contractual arrangements, Parent and Purchaser, at their sole cost and risk, may
make such due diligence investigations as Parent and Purchaser shall deem necessary or reasonable,
upon reasonable notice to the Company and without disruption or damage to Company’s operations or
properties. Without limiting the foregoing, the Company Parties shall provide reasonable access
with respect to information and personnel in connection with assessing and defending any action,
suit, proceeding or investigations relating to the Transactions by any Governmental Authority, and
use its reasonable best efforts to permit Parent to meaningfully participate in any proceedings,
meetings or other communications relating thereto.



               (b) From and after the date of this Agreement, unless required by applicable Law and except as
contemplated by this Agreement, each Seller shall, and shall cause each of their respective
Affiliates to, keep confidential all proprietary or nonpublic information regarding the Purchaser.



28









 





          Section 4.10 No Solicitation, Resignations.




               (a) Prasad Nimmagadda, either acting on behalf of himself or as “Karta” of his HUF, and G2
Corporate Services Limited shall not at any time prior to two (2) years from the Closing Date,
directly or indirectly, solicit the employment or services of, or hire in any capacity (whether as
an employee, consultant, independent contractor or otherwise), any employee of the Company Parties
as of the date hereof without Purchaser’s prior written consent, which consent shall not be
unreasonably withheld or delayed. Sellers other than Prasad Nimmagadda, Prasad Nimmagadda-HUF and
G2 Corporate Services Limited shall not at any time prior to two (2) years from the Closing Date,
directly or indirectly, solicit the employment or services of, or hire in any capacity (whether as
an employee, consultant, independent contractor or otherwise), any Key Employee without Purchaser’s
prior written consent, which consent shall not be unreasonably withheld or delayed. For purposes
of this Section 4.10, the
term “solicit the employment or services” shall not be deemed to include generalized searches
for employees through media advertisements of general circulation, employment firms, open job fairs
or otherwise provided that such searches are not focused or targeted on employees of the Company
Parties.



               (b) Sellers shall use reasonable best efforts to obtain the written resignations of each
director of the Company Parties listed on Section 4.10(b) of the Company Disclosure
Schedule, effective as of the Closing Date.



          Section 4.11 Release of Company Obligations. The Sellers covenant and agree, on or prior
to the Closing, to execute and deliver to the Company, for the benefit of the Company, a general
release and discharge, in mutually agreed form, releasing and discharging the Company from any and
all obligations, except for any rights for indemnification as a director or employee of a Company
Party and except for any rights that Prasad Nimmagadda may have as an employee for all amounts
accrued but unpaid pursuant to his existing employment agreement with the Company from the date
hereof through Closing in an amount not to exceed $850,000 in the aggregate.




          Section 4.12 Cooperation; Notification of Certain Matters. During the period from the date
of this Agreement to the Closing, subject to applicable Law and contractual restrictions, the
Parties shall confer on a regular basis with one another, confer on material operational matters,
policies and practices with respect to the Company Parties, and promptly advise the other Parties
orally and in writing of any change or event having, or which, insofar as can reasonably be
expected, would have, individually or in the aggregate, a Material Adverse Effect, or which would
cause or constitute a material breach of any of the representations, warranties or covenants of
such Party contained herein or could reasonably be expected to result in the failure to satisfy the
conditions precedent to be complied with or satisfied by such Party hereunder; provided, however,
that any noncompliance with the foregoing shall not constitute the failure to be satisfied of a
condition set forth in Article III or give rise to any right of termination under Article VII or
any other right unless the underlying breach shall have given a right to such termination.




          Section 4.13 Further Assurances. Each of the Parties agrees to use its reasonable best
efforts promptly to take or cause to be taken all actions and promptly do or cause

29









 








to be done all
things necessary, proper or advisable under applicable Law to consummate and make effective the
Transactions in accordance with the Transaction Documents. Without limiting the foregoing, (a)
each of the Parties will use its reasonable best efforts to make or cause to be made all filings
with respect to, and to obtain, all Regulatory Approvals necessary in order to permit the
consummation of the Transactions and (b) the Sellers shall use their reasonable best efforts and to
cause the Company Parties to provide information to the Purchaser relating to such Seller or the
Company Parties required for the Open Offer Documents (which information shall be true and correct
in all material respects). Nothing in this Agreement shall require the Parties to take any action
other than in accordance with applicable Law.




          Section 4.14 Fees and Expenses. Except as otherwise provided in this Agreement, all fees
and expenses incurred in connection with this Agreement and the transactions contemplated by this
Agreement shall be paid by the Party incurring such fees or expenses, whether or not such
transactions are consummated.




          Section 4.15 Compliance. Purchaser and Parent shall comply with the provision of the
Takeover Code, including making and completing the Open Offer in a timely manner following the
execution of this Agreement and in accordance with the provisions of the Takeover Code. Without
limiting the generality of the foregoing, Parent’s or Purchaser’s Open Offer shall not be permitted
to have a minimum tender condition.




          Section 4.16 Directors Indemnification; Insurance.




               (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation,
whether civil, criminal or administrative (a “Claim”), including any such Claim in which any
individual who is now, or has been at any time prior to the date of this Agreement, or who becomes
prior to the Closing Date, a director or officer of any Company Party or who is or was serving at
the request of such Company Party as a director or officer of another person (the “Indemnified
Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in
whole or in part out of, or pertaining to, (i) the fact that he is or was a director or officer of
such Company Party prior to the Closing Date or (ii) this Agreement or any of the other Transaction
Documents, whether asserted or arising before or after the Closing Date, the Parties shall
cooperate and use their best efforts to defend against and respond thereto. All rights to
indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the
Closing Date now existing in favor of any Indemnified Party shall survive the Closing Date and
shall continue in full force and effect in accordance with their terms, and shall not be amended,
repealed or otherwise modified after the Closing Date in any manner that would adversely affect the
rights thereunder of such individuals for acts or omissions occurring at or prior to the Closing
Date. Without limiting the foregoing, in the event that any Claim is brought against any
Indemnified Party (whether arising prior to or after the Closing Date), (x) Parent shall have the
right after the Closing Date to assume or direct a Company Party to assume the defense thereof with
legal counsel of Parent’s choosing, and Parent or such Company Party, as applicable, shall not be
liable to such Indemnified Party for any legal expenses of other counsel or any expenses
subsequently incurred by such Indemnified Party in connection with the defense thereof;
provided, however, that such Indemnified Party may employ counsel of its
own choosing, and Parent or such Company Party, as applicable, shall advance to such Indemnified
Party reasonable legal expenses of such counsel, if such



30









 







Indemnified Party would have separate
legal defenses available to it; (y) the Indemnified Party shall cooperate with Parent or such
Company Party, as applicable, in the defense of any such matter; and (z) Parent or such Company
Party, as applicable, shall not be liable for any settlement of any claim effected without its
written consent (which consent shall not be unreasonably withheld or delayed).



               (b) Parent and Purchaser shall cause each Company Party, to the fullest extent permitted by
applicable Law, to indemnify, defend and hold harmless, and provide advancement of expenses to,
each Indemnified Party against all losses, claims, damages, costs, expenses, liabilities or
judgments or amounts that are paid in settlement of or in connection with any Claim based in whole
or in part on or arising in whole or in part out of the fact that such person is or was a director,
officer or employee of such Company Party, and pertaining to any matter existing or occurring, or
any acts or omissions occurring, at or prior to the Closing Date, whether asserted or claimed prior
to, or at or after, the Closing Date (including matters, acts or omissions occurring in connection
with the approval of this Agreement and the consummation of the transactions contemplated hereby)
or taken at the request of such Company Party.



               (c) Parent and Purchaser shall cause the individuals serving as officers and directors of any
Company Party immediately prior to Closing to be covered for a period of six (6) years from Closing
by the directors’ and officers’ liability insurance policy maintained by Parent or the relevant
Company Party (provided, that Parent or the relevant Company Party may substitute
therefor policies of at least the same coverage and amounts containing terms and conditions that
are not less advantageous than such policy) in each case, to the extent such liability insurance
can be maintained or obtained at a cost equal to or less than 300% of the cost of such policy as of
the date hereof with respect to acts or omissions occurring prior to Closing that were committed by
such officers and directors in their capacity as such.



               (d) The provisions of this Section 4.16 shall survive Closing and are intended to be for the
benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and
representatives.



          Section 4.17 Ancillary Agreements. Parent shall, and Sellers shall use their reasonable
best efforts to cause the Company to, and to cause the Company to cause Docpharma to, negotiate in
good faith and use its respective reasonable best efforts to enter into the Supply Agreement (with
effect only in the event that the Open Offer closes, but the transactions contemplated hereunder do
not close), within 45 days after the date hereof. The Parties shall enter into the other
Transaction Documents to be signed at Closing to which they are parties as of or prior to Closing;
provided that the Parties shall not be obligated to enter into Seller Employment
Agreements with S. Srinivasan, Sanjeev Sethi, Dr. Hari Babu and C.S. Muralidharan to the extent
that, after using reasonable best efforts to do so, the other parties to such agreement are
unwilling to sign such agreements.




          Section 4.18 Existing Shareholders Agreements. Sellers agree to enforce all their
respective rights and to comply with all the obligations under the Existing Shareholders Agreements
that are reasonably necessary to comply with the covenants set forth in this Agreement.




31









 








          Section 4.19 Certain Company Actions. Sellers shall use their reasonable best efforts to
cause the Company to amend, as promptly as practicable after the date hereof, all provisions of
the Company’s existing employment agreement with Rajiv Malik, as well as any authorization of the
Company Board of Directors
and/or any power of attorney authorizing Mr. Malik to bind the Company, in each case to restrict
Mr. Malik from taking any action that could result in the Sellers or the Company breaching any of
the covenants under the Share Purchase Agreement or the Company Letter Agreement. If Mr. Malik
believes it is prudent to take any such action, he or the Company shall obtain the prior written
consent (not to be unreasonably withheld) of Parent before taking any such action.




ARTICLE V




SELLER REPRESENTATIONS AND WARRANTIES




          Each Seller, severally and not jointly and, for the purposes of Section 5.8 only, Prasad
Nimmagadda severally hereby represents and warrants to, and covenants and agrees with, Purchaser as
of the date hereof, and after giving effect to all of the Transactions being contemplated on the
Closing Date, as of the Closing Date (except where such representation or warranty speaks by its
terms to a different date in which it shall be true and correct in all material respects as of such
date) with the same force and effect as if made at and as of such time, as follows:




          Section 5.1 Authority. Such Seller has full power and authority, and Prasad Nimmagadda
represents that he has the requisite legal capacity, to execute and deliver this Agreement and each
other Transaction Document executed or to be executed by it and to perform its obligations
hereunder and thereunder. This Agreement has been duly and validly executed and delivered by such
Seller and constitutes a legal, valid and binding obligation of such Seller enforceable against it
in accordance with its terms, except that such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to
or affecting the rights and remedies of creditors. Except as set forth in Section 5.1 of
the Sellers Disclosure Schedule, there is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Seller is a trustee, or any party to any
other agreement or arrangement, whose consent is required for the execution and delivery of this
Agreement or the consummation by such Seller of the Transactions.




          Section 5.2 Capital Stock; Ownership; No Liens; No Claims.




               (a) Such Seller is the owner of the Sale Shares set forth opposite its or his name on Schedule
I hereto. Such Seller has sole voting power, sole power of disposition and the sole power to agree
to all of the matters set forth in this Agreement, in each case with respect to all of such Sale
Shares, with no limitations, qualifications or restrictions on such rights other than pursuant to
the Existing Shareholders Agreements, subject to applicable securities Laws and the terms of the
Transaction Documents.



               (b) Except as set forth in Section 5.2(b) of the Sellers Disclosure Schedule,
all of the Sale Shares held by such Seller are fully paid and beneficially owned by it free and
clear from all Liens, and such Seller has full right, power and authority to sell, Transfer,



32









 







convey and deliver to Purchaser good, valid and marketable title to such number of Sale Shares
set out opposite its name in Schedule I hereto in accordance with the terms of this Agreement.



               (c) The Sale Shares held by such Seller are not the subject matter of any claim, action, suit,
investigation or other proceeding or Judgment or subject to any prohibition, injunction or
restriction on sale under any decree or order of any Governmental Authority.



          Section 5.3 No Conflict or Violation. None of the execution and delivery by such Seller of
this Agreement or any other Transaction Document to which such Seller is a party, the consummation
of the transactions contemplated by this Agreement or such Transaction Document(s) or compliance by
such Seller with any of the provisions hereof or thereof will (a) assuming all Required Regulatory
Approvals have been obtained or made, violate any applicable Law to which such Seller is subject,
(b) require any consent, notice or approval under, conflict with, result in a breach of or
constitute a default under any material Contract, agreement or instrument to which such Seller is a
party, or under such Seller’s Charter Documents, if such Seller is a legal entity, or (c) result in
the creation of any Lien (other than any Lien in favor of Purchaser) upon any of the Sale Shares,
except in each case as would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect. Except as set forth in Section 5.3 of the Sellers
Disclosure Schedule and except in respect of filings to be made under the Foreign Exchange
Management Act, 1999 or the regulations made thereunder or under the rules and regulations made by
the SEBI, no consent, waiver, approval, order, permit or authorization or declaration or filing
with, or notification to, any Person or Governmental Authority is required on the part of any
Seller in connection with the execution and delivery of this Agreement, the consummation of the
transactions contemplated by this Agreement or the compliance by such Seller with any of the
provisions hereof, except as would not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect.




          Section 5.4 Outstanding Obligations.



Such Seller has not entered into or undertaken or
admitted or accepted for or on behalf of the Company any agreement, Contract, deed, instrument,
transaction, commitment, obligation or Liability which is singly or in the aggregate material to
the business and operations of the Company and its Subsidiaries taken as a whole which has not been
duly disclosed to, if required by Law or the Charter Documents of the Company, or approved or
ratified by the Board of Directors of the Company.




          Section 5.5 Legal Proceedings. Except as set forth in Section 5.5 of the
Sellers Disclosure Schedule, there are no, and since January 1, 2003, have not been any
Actions pending or, to the knowledge of Sellers, threatened against such Seller which (i) could
reasonably be expected to result in a Material Adverse Effect or (ii) challenge the validity or
enforceability of this Agreement or seek to enjoin or prohibit consummation of, or seek other
equitable relief with respect to, the transactions contemplated by this Agreement. No Seller is
subject to any Judgment, decree, injunction or order of any Governmental Authority that constitutes
a Material Adverse Effect.




          Section 5.6 Brokers’ Fees.

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     Except as set forth in Section 5.6 of the Sellers Disclosure
Schedule, no broker, investment banker, financial advisor or other person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee, expense or commission in connection
with this Agreement or the transactions contemplated by this Agreement based upon arrangements made
by or on behalf of such Seller for which any of the Company Parties or Purchaser has or will have
any Liability.



          Section 5.7 Absence of Certain Interests of Related Parties.




               (a) Such Seller (i) does not own or have any proprietary, financial or other interest, direct
or indirect, in whole or in part, in any material Intellectual Property or any other material Asset
or property which any Company Party owns, possesses or uses in its business as now or proposed to
be conducted, or is not involved in any business arrangement or relationship with any Company Party
which is material to the business and operations of the Company Parties taken as a whole, or (ii)
is not indebted to any Company Party, and no Company Party is indebted or has any other Liability
to any such Person.



               (b) There is no Indebtedness or other Liabilities (not disclosed in the Financial Statements
or, as of the Closing, the U.S. GAAP Financial Statements) owed by any Company Party to such
Seller.



          Section 5.8 Company Representations and Warranties. To Prasad Nimmagadda’s actual
knowledge, the representations and warranties made by the Company in the Company Letter Agreement
were true and correct on and as of the date on which they were made and shall be true and correct
on and as of the Closing Date except where the failure to be true and correct would not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. For purposes of
this Section 5.8, the term “actual knowledge” means the actual knowledge of Prasad Nimmagadda
personally and shall not imply that Prasad Nimmagadda has conducted any independent inquiry or
investigation with respect to the facts or absence thereof to which such actual knowledge relates.




          Section 5.9 Compliance with Laws. Such Seller has complied with all applicable Laws in all
material respects in connection with the Transactions.




ARTICLE VI




REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER




          As of the date hereof and as of the Closing Date, Parent and Purchaser hereby represent and
warrant to Sellers as follows:




          Section 6.1 Organization. Parent and Purchaser are duly organized, validly existing and in good standing as legal entities
under the Laws of the respective jurisdiction of their organization.




          Section 6.2 Authority. Parent and Purchaser have the full power and authority to execute
and deliver this Agreement and each other Transaction Document executed or to be executed by it and
to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement
and the performance by Parent and Purchaser of their respective

34









 








obligations under this Agreement
have been duly and validly authorized by all necessary corporate action on the part of Parent and
Purchaser. This Agreement has been duly and validly executed and delivered by Parent and Purchaser
and constitutes a legal, valid and binding obligation of Parent and Purchaser enforceable against
Parent and Purchaser in accordance with its terms, except that such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors.




          Section 6.3 Regulatory Approvals. No Regulatory Approvals are required in connection with
the execution, delivery and performance of this Agreement by Parent and Purchaser, except as set
forth in Section 6.3 of the Purchaser Disclosure Schedule.




          Section 6.4 Consents and Approvals; No Violations. None of the execution and delivery by
Parent and Purchaser of this Agreement or any other Transaction Document to which Parent or
Purchaser is a party, the consummation of the transactions contemplated by this Agreement or such
Transaction Document(s) or compliance by Parent or Purchaser with any of the provisions hereof or
thereof will (i) assuming all Required Regulatory Approvals have been obtained or made, violate any
applicable Law to which Parent or Purchaser is subject, (ii) require any consent, notice or
approval under, conflict with, result in a breach of or constitute a default under any material
Contract, agreement or instrument to which Parent or Purchaser is a party, except in each case as
would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect, or (iii) requires any consent under, or conflict with, Charter Documents of Parent. Except
as set forth in Section 6.4 of the Purchaser Disclosure Schedule and except in
respect of filings to be made under the Foreign Exchange Management Act, 1999 or the regulations
made thereunder or under the rules and regulations made by the SEBI, no consent, waiver, approval,
order, permit or authorization or declaration or filing with, or notification to, any Person or
Governmental Authority is required on the part of Parent or Purchaser in connection with the
execution and delivery of this Agreement, the consummation of the transactions contemplated by this
Agreement or the compliance by Parent or Purchaser with any of the provisions hereof, except as
would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.




          Section 6.5 Legal Proceedings. There are no, and since January 1, 2003, have not been any
Actions pending or, to the knowledge of Parent or Purchaser, threatened against Parent or Purchaser
which challenge the
validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of, or seek
other equitable relief with respect to, the transactions contemplated by this Agreement. Neither
Parent nor Purchaser is subject to any Judgment, decree, injunction or order of any Governmental
Authority, which would materially impair or delay Purchaser’s ability to consummate the
transactions contemplated by this Agreement.




          Section 6.6 Financial Advisors and Brokers. Purchaser has not employed any Person who is
or would be entitled to make any claim for any broker’s, finder’s or similar fee or commission
against the Sellers or any Company Party.




35









 








          Section 6.7 Financing. Purchaser has or, on or prior to the Closing Date, will have the
funds required to make payment of the Sale Consideration and the full consideration necessary to
consummate the other Transactions.




          Section 6.8 Ownership of Purchaser. Purchaser is and as of the Closing will be an indirect
wholly owned subsidiary of Parent.




          Section 6.9 Investments in India. Neither Parent nor Purchaser nor any of their Affiliates
is or was party to any joint-venture or similar business arrangement in India in the same business
operated by the Company through any investment in shares, interests, rights, Indebtedness or
through any other Contract or arrangement.




          Section 6.10 Compliance with the Law. Parent and Purchaser have complied in all material
respects with all applicable Laws in connection with the Transaction.




ARTICLE VII




TERMINATION




          Section 7.1 Termination. Subject to Section 7.2 hereof, this Agreement may be terminated,
and the transactions contemplated hereby abandoned by notice in writing:




               (a) by Purchaser and the Sellers’ Agents, if Purchaser and the Seller’s Agents so mutually
agree in writing;



               (b) by Purchaser, if there has been a breach on the part of Sellers of their representations,
warranties, covenants or other obligations set forth in the Transaction Documents such that it
would give rise to a failure of a condition to Closing set forth in Section
3.1; provided, however, that if such breach or misrepresentation is
susceptible to cure, Sellers shall have thirty (30) days after receipt of notice from Purchaser of
its intention to terminate this Agreement pursuant to this Section 7.1 in which to cure such breach
or misrepresentation before Purchaser may so terminate this Agreement;



               (c) by any Sellers’ Agent, if there has been a breach on the part of Parent or Purchaser of
its representations, warranties, covenants or other obligations set forth in the Transaction
Documents such that it would give rise to a failure of condition to Closing set forth in
Section 3.2; provided, however, that if such breach or
misrepresentation is susceptible to cure, Purchaser shall have thirty (30) days after receipt of
notice from the Sellers’ Agent of its intention to terminate this Agreement pursuant to this
Section 7.1 in which to cure such breach or misrepresentation before the Sellers’ Agent may so
terminate this Agreement;



               (d) by the written notice of either Seller or Purchaser to the other if the Closing shall not
have occurred on or before March 31, 2007 (the “Outside Date”); provided, however,
that the right to terminate this Agreement under this Section 7.1(d) shall not be available
to any party if the failure of such party to fulfill any obligation under this Agreement shall have
been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to
such date;



36









 





               (e) by any Party if a Governmental Authority of competent jurisdiction shall have issued an
order, decree or ruling or taken any other action (including the failure to have taken an action),
in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, which order, decree, ruling or other action is final
and non-appealable or there shall be any Law that makes the consummation of the transactions
contemplated by this Agreement illegal or otherwise prohibited, provided; however,
that the right to terminate the Agreement under this Section 7.1(e) shall not be available
to any Party who has not used its reasonable best efforts to resist, resolve or lift, as
applicable, (as contemplated by Section 4.8) any such order, decree, ruling or other action; or



               (f) by Purchaser, if there shall have been a Material Adverse Effect.



          Section 7.2 Effect of Termination. If this Agreement is terminated in accordance with
Section 7.1 or the Closing fails to occur for any reason and the transactions contemplated hereby
are not consummated, this Agreement shall become null and void and shall be of no further force and
effect except that (i) the terms and provisions of this Section 7.2, Section 4.9(b), the first
sentence of Section 4.17 and Article VIII shall remain in full force and effect and (ii) all
filings, applications and other submissions made pursuant to this Agreement, to the extent
practicable, shall be withdrawn from the agency or other Person to which they were made or
appropriately amended to reflect the termination of the transactions contemplated hereby; provided,
however, that, nothing contained in this Section 7.2(a) shall relieve any party from liability for
any intentional or willful breach of this Agreement.




ARTICLE VIII




MISCELLANEOUS




          Section 8.1 Non-Survival of Representations and Warranties. None of the representations,
warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to
this Agreement shall survive the Closing Date, except for (i) those covenants or agreements of the
Parties in the Agreement which by their terms contemplate performance after the Closing Date, which
shall survive until fully performed, and (ii) the representation and warranties contained in
Section 5.8, which shall survive the Closing until the later of (x) one (1) year from the date
hereof and (y) two months following the completion of the audit of the Company’s financial
statements for the fiscal year ending March 31, 2007, but no later than October 31, 2007. Except
with respect to the representations and warranties contained in Section 5.8, the sole remedy for
the breach of any of the representations or warranties given by a Party under this Agreement shall
be the right of Sellers (if the breach is made by Parent or Purchaser) or of Purchaser (if the
breach is made by any Seller) to terminate this Agreement or not to close the transactions
hereunder and under the other Transaction Documents.



Notwithstanding any other provision of this Agreement, in no event will Prasad Nimmagadda be liable
for breach of any representation or warranty contained in Section 5.8 (i) to the extent any
information that, from the context presented, was reasonably apparent to be related to such breach,
was provided to Parent or Purchaser in writing prior to Closing and (ii) for any amounts


37









 






 in excess
of (x) $80 million minus (y) any amounts paid or to be paid under Section 4.5 of the Matrix
Shareholders Agreement in the aggregate for all such liability.




          Section 8.2 Notices. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when delivered
personally, when sent by confirmed cable, telecopy, telegram or facsimile, when sent by overnight
courier service or when mailed by certified or registered mail, return receipt requested, with
postage prepaid to the Parties at the following addresses (or at such other address for a Party as
shall be specified by like notice):



If to PN Parties:



Mr. Prasad Nimmagadda

Plot No. D-19, Gayatri Arcade,

Vikrampuri, Kharkhana

Secunderabad 500 009 India

Attn: Mr. Prasad Nimmagadda

Fax: +91 90 663 366 01



If to NB Parties:



India Newbridge Investments Limited

301 Commerce Street, Suite 330

Fort Worth, TX 76102 U.S.A.

Attn: Jeffrey D. Ekberg

Fax: (817) 850-4084



If to Maxwell (Mauritius) Pte. Limited:



Maxwell (Mauritius) Pte. Limited

c/o Temasek Holdings

06-18 Tower the Atrium

Orchard 60B Orchard Road

Singapore

Attn: Tan Suan Swee

Fax: +65 6829 6199



with a copy (which shall not constitute notice) to:



Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attn: Daniel S. Sternberg

          David I. Gottlieb

Fax: (212) 225-3999





38









 







If to Parent or Purchaser:



Mylan Laboratories Inc.

1500 Corporate Drive

Canonsburg, Pennsylvania 15317

Attn: Chief Executive Officer

Fax: (724) 514-1870



with a copy (which shall not constitute notice) to:



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn: Eric L. Cochran

           Marie L. Gibson

Fax: (212) 735-2000



and a copy (which shall not constitute notice) to:



Luthra & Luthra

704-706 Embassy Centre, Nariman Point, Mumbai – 400 021

Attn: Mohit Saraf

Fax: + 91 22 6630 3700



Any Party may send any notice, request, demand, claim, or other communication hereunder to the
intended recipient at the address set forth above using any other means (including personal
delivery, expedited courier, messenger service, facsimile transmission, ordinary mail, or
electronic mail), but no such notice, request, demand, claim, or other communication shall be
deemed to have been duly given unless and until it actually is received by the intended recipient.




          Section 8.3 Interpretation. This Agreement is to be interpreted in accordance with the
following rules of construction:




               (a) All definitions of terms apply equally to both the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.



               (b) The words “include,” “includes” and “including” are deemed to be followed by the phrase
“without limitation.” The words “herein,” “hereof,” “hereto” and “hereunder” and words of similar
import refer to this Agreement (including all Exhibits and Schedules hereto) in its entirety and
are not limited to any part hereof unless the context shall otherwise require. The word “or” is
not exclusive and means “and/or.”



               (c) All references in this Agreement to Articles, Sections, subsections, Schedules and
Exhibits are, respectively, references to Articles, Sections and subsections of, and Schedules and
Exhibits attached to, this Agreement, unless otherwise specified.



39









 





               (d) All references to any Transaction Document are to such document as amended, modified or
supplemented from time to time in accordance with its terms. All references to any other agreement
or instrument or any Requirement of Law, License or similar item are to it as amended and
supplemented from time to time (and, in the case of a Law, to any corresponding provisions of
successor Laws), unless otherwise specified.



               (e) Any reference in this Agreement to a “day” or number of “days” (without the explicit
qualification “Business”) is a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and such calendar day
is not a Business Day, then such action or notice may be taken or given on the next Business Day.



               (f) In the case of any time, period or date referred to in any provision of this Agreement,
time shall be of the essence.



               (g) Any reference in this Agreement to “Rs.” means Rupees or its equivalent in any other
currency.



               (h) References to “dollars” or “$” are to U.S. dollars.



               (i) References to the “employees” shall be deemed to include independent contractors holding
managerial positions at Docpharma or its Subsidiaries.



               (j) The Parties and their respective legal counsel have participated in the drafting of this
Agreement, and this Agreement will be construed simply and according to its fair meaning and
without any presumption or prejudice for or against any Party.



               (k) The table of contents, section headings and bold face type contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.



          Section 8.4 Publicity. Except as required by Law or by obligations pursuant to any listing
agreement with any stock exchange on which any securities of the Company are listed or quoted or
any requirement of SEBI or any other Governmental Authority, none of the Parties (nor any of their
respective Affiliates) shall, without the prior written consent of the other Parties, which consent
shall not be unreasonably withheld or delayed, make any public announcement or issue any press
release with respect to the Transactions. Prior to making any public disclosure required by
applicable Law or pursuant to any listing agreement with or the requirement of any stock exchange
on which any securities of the Company are listed or quoted or any requirement of SEBI or any other
Governmental Authority, the disclosing party shall consult with the other Parties, to the extent
feasible, as to the content and timing of such public announcement or press release with respect to
the Transactions. Unless otherwise agreed in writing by the other Parties, no Party shall,
directly or indirectly, disclose or permit the disclosure of, the content of this Agreement or the
other Transaction Documents or any of the terms or conditions regarding the Transactions, except
(i) to Representatives of Purchaser or Parent in connection with the Transactions, (ii) to
financial institutions, banks and sources of equity whose consent or financing must be obtained for
the Transactions, (iii) as may already be in the public domain other than as a result of a breach
of this Section 8.4 by any Party and (iv) as

40









 








may be compelled in a judicial, regulatory or
administrative proceeding or as otherwise required by Law or by a Governmental Authority (in which
case the disclosing party shall notify the other Parties in writing promptly thereof).




          Section 8.5 Amendment; Waiver. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by the Parties. No waiver shall be effective
hereunder unless contained in a writing signed by the Party sought to be charged with such waiver.
Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or
single or partial exercise of any right, power or remedy by any Party, and no course of dealing
between the Parties, shall constitute a waiver of any such right, power or remedy. No waiver by a
Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation
or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of
any prior or subsequent such occurrence.




          Section 8.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns and is for the
sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to confer upon any Person other than the Parties or
their respective successors and permitted assigns any rights, benefits, remedies, obligations or
Liabilities under or by reason of this Agreement. No assignment of this Agreement or of any rights
or obligations hereunder may be made by any Party (by operation of Law or otherwise) without the
prior written consent of the other Parties (which consent shall not be unreasonably withheld), and
any attempted assignment without the required consents shall be void. Notwithstanding the
foregoing, Purchaser may, after informing the Sellers in writing, (i) assign this Agreement, in
whole or in part, to any of its Affiliates and (ii) collaterally assign its rights under this
Agreement to any Person providing financing related to the transactions contemplated hereby, but in
no event shall any such assignment pursuant to this clause (i) and (ii) release Parent or Purchaser
from its obligations hereunder.




          Section 8.7 Severability. If any provision of this Agreement or the application thereof to
any Person or circumstance is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions hereof, or the application of such provision outside of the
jurisdiction of such court or to Persons or circumstances other than those as to which it has been
held invalid, void or unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby.




          Section 8.8 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to constitute one and
the same agreement. In addition to any other lawful means of execution or delivery, this Agreement
may be executed by facsimile signatures and may be delivered by the exchange of counterparts of
signature pages by means of telecopier transmission.




          Section 8.9 Governing Law. This Agreement shall be governed by, and construed in
accordance with the substantive the Laws of the State of New York, regardless of the Laws that
might otherwise govern under applicable principles of conflict of Laws thereof.




41









 








          Section 8.10 Specific Performance. Without prejudice to the right of the Parties to pursue
other rights in respect of a breach of obligation hereunder, the Parties specifically acknowledge
that monetary damages may not be an adequate remedy for violations of this Agreement, and that any
Party shall be entitled to equitable relief, including injunctive relief and specific performance,
in addition to any other remedies at Law or in equity that it may have, to enforce this Agreement
or prevent any violation hereof and, to the extent permitted by applicable Law and to the extent
the party seeking such
relief would be entitled on the merits to obtain such relief, each Party waives any objection to
the imposition of such relief.




          Section 8.11 Arbitration.




               (a) Any controversy, claim or dispute arising out of or relating to or in connection with this
Agreement, including a dispute regarding the breach, termination, enforceability or validity hereof
shall be finally resolved by binding arbitration in London before a panel of three arbitrators.
The arbitration shall be administered by the International Chamber of Commerce (the “ICC”) under
its Rules of Arbitration in effect at the time of the arbitration (the “Rules”), except as they may
be modified herein by agreement of the Parties. The arbitration shall be conducted and the award
shall be issued in the English language. Purchaser on the one hand, and the Sellers Agents, on the
other hand, shall each nominate one arbitrator in accordance with the Rules. The two
party-nominated arbitrators shall nominate a third arbitrator, who shall chair the arbitral
tribunal, within thirty (30) days of the confirmation of the appointment of the second arbitrator.
At the request of any Party, any arbitrator not timely appointed shall be appointed by the ICC
International Court of Arbitration within thirty (30) days of the date of the request. An arbitral
tribunal constituted in accordance with this Section 8.11 shall be referred to as a “Tribunal.”
The award of the Tribunal shall be final and binding upon the Parties, and shall not be subject to
any appeal or review, except in accordance with the Rules and the United Nations Convention on the
Recognition and Enforcement of Foreign Arbitral Awards, 1958.



               (b) Any Party shall have the right to have recourse to and shall be bound by the Pre-Arbitral
Referee Procedure of the ICC in accordance with the Rules for a Pre-Arbitral Referee Procedure.
Without prejudice to such provisional remedies as may be available under the Pre-Arbitral Referee
Procedure, the Tribunal shall have full authority to award damages for the failure of any Party to
respect the Tribunal’s orders granting the same relief as the Pre-Arbitral Referee Procedure.



               (c) There shall be limited documentary discovery consistent with the expedited nature of
arbitration. The Tribunal shall have the authority to award any remedy of relief in accordance
with the terms of the Agreement and the Laws of the State of New York including, without
limitation, provisional or permanent injunctive relief and specific performance of any obligation
created hereunder, except that the Tribunal shall not be empowered to award indirect,
consequential, punitive, multiple or exemplary damages, and the Parties hereby waive any right to
such damages. Judgment upon the award rendered may be entered in any court having jurisdiction
over any of the Parties or any of their assets.



               (d) Each of the Parties hereby submits unconditionally to the non-exclusive jurisdiction of
the state and federal courts of the State of New York for purposes of (i)



42









 







enforcing the agreement
to arbitrate pursuant to this Section 8.11, (ii) seeking provisional or ancillary remedies and
relief in aid of arbitration and (iii) entry of Judgment upon any arbitral award made pursuant
hereto, and waives any objection to the venue of any proceeding in any such court or that any such
court provides an inconvenient forum and consents to the service of
process upon it in connection with any proceeding instituted under this Section 8.11 in the
same manner as provided for the giving of notice hereunder.



               (e) Each of the Parties participating in an arbitration pursuant to the terms of this
Agreement shall, subject to the award of the Tribunal, pay an equal share of the arbitrators’ fees
and expenses and the fees and expenses of the ICC. The Tribunal shall have the power to award
recovery of all costs (including reasonable attorneys’ fees, administrative fees, arbitrators’ fees
and expenses) to the prevailing Party.



               (f) In order to facilitate the comprehensive resolution of related disputes, all claims
between any of the Parties that arise under or in connection with this Agreement and/or any other
Transaction Document may be brought in a single arbitration. Upon the request of any Party to such
arbitration, the arbitral tribunal for such proceeding shall consolidate any arbitration proceeding
instituted under this Agreement and/or any other Transaction Document with any other arbitration
proceeding instituted under this Agreement and/or any other Transaction Document, if such tribunal
determines that (i) there are issues of fact or law common to the proceedings so that a
consolidated proceeding would be more efficient than separate proceedings and (ii) no Party would
be unduly prejudiced as a result of such consolidation through undue delay or otherwise. In the
event of different rulings on this question by the Tribunal constituted hereunder and another
arbitral tribunal constituted under this Agreement and/or any other Transaction Document, the
ruling of the tribunal constituted first in time shall control. Such tribunal shall serve as the
tribunal for any consolidated arbitration, unless any Party objects within twenty (20) days of
receipt of the order of consolidation, in which case the ICC International Court of Arbitration
shall select three (3) new arbitrators for the consolidated arbitration. Any such order of
consolidation issued by such tribunal shall be final and binding upon the parties to the
arbitrations. The parties to such arbitrations waive any right they have to appeal or to seek
interpretation, revision or annulment of such order of consolidation under the Rules or in any
court. The Parties agree that upon receipt of such an order of consolidation, they will promptly
dismiss any arbitration brought under this Section 8.11 or any other Transaction Document, the
subject of which has been consolidated into another arbitral proceeding under this Section 8.11.



               (g) The Parties hereby agree to exclude the applicability of Part I of the Indian Arbitration
and Conciliation Act, 1996.



          Section 8.12 Sellers’ Agent. NB Parties hereby appoint India Newbridge Investments Limited
(who may be replaced by the written consent of each of NB Parties with prior notice to Purchaser)
(the “NB Agent”), and the PN Parties hereby appoint Prasad Nimmagadda (who may be replaced by the
written consent of each of the PN Parties with prior notice to Purchaser) (the “PN Agent,” and,
together with the NB Agent and MX, the “Sellers’ Agents”) as its respective sole representative and
attorney-in-fact with power to sign, on its respective behalf, all modifications, amendments,
consents, notices and waivers related to this Agreement and the other Transaction Documents, and to
act on behalf of it and as the


43









 







representative with respect to any matter set forth or related to
this Agreement or the other Transaction Documents. Any action of any Sellers’ Agent shall be
evidenced in writing. Subject to the first sentence of this Section 8.12, the appointments and
grants of authority and power are coupled with an interest in, and are in consideration of, the
mutual covenants made herein. The actions and decisions of each Sellers’ Agent are hereby
affirmed, ratified, confirmed and approved by its relevant appointing Seller in all respects.
Purchaser shall be entitled to rely exclusively upon any communications or writings given or
executed by the relevant Sellers’ Agent and shall not be liable in any manner whatsoever for any
action taken or not taken in reliance upon the actions taken or not taken or communications or
writings given or executed by such Sellers’ Agent.




          Section 8.13 Entire Agreement. This Agreement (together with the other Transaction
Documents and the Exhibits and Schedules hereto) constitute the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between the Parties with respect to such subject matter
hereof; provided, however, that this Agreement shall not supersede the terms and provisions of the
Confidentiality Agreement, which shall survive and remain in effect until expiration or termination
thereof in accordance with its respective term and this Agreement.




          Section 8.14 No Joint and Several Liability. The obligations of the Sellers set forth in
this Agreement are individual to each Seller and are not joint and several, and no liability shall
be attributed to any particular Seller for the breach of any provision of this Agreement by another
Seller.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




44









 





          IN WITNESS WHEREOF, the Parties have caused this Share Purchase Agreement to be duly executed
as of date first above written.




	 	 	 	 	 
	 	MYLAN LABORATORIES INC.

 	 
	 	By:  	/s/ Robert J. Coury
 	 
	 	 	Name:  	Robert J. Coury 	 
	 	 	Title:  	Vice Chairman and CEO 	 
	 
	 	MP LABORATORIES (MAURITIUS) LIMITED

 	 
	 	By:  	/s/ Edward J. Borkowski
 	 
	 	 	Name:  	Edward J. Borkowski 	 
	 	 	Title:  	Director 	 
	 
	 	PRASAD NIMMAGADDA

 	 
	 	/s/ Prasad Nimmagadda
 	 
	 	 	 
	 	 	 
	 
	 	PRASAD NIMMAGADDA-HUF

 	 
	 	By:  	Prasad Nimmagadda
 	 
	 	 	Name:  	Prasad Nimmagadda 	 
	 	 	Title:  	Karta 	 
	 
	 	G2 CORPORATE SERVICES LIMITED

 	 
	 	By:  	Prasad Nimmagadda
 	 
	 	 	Name:  	Prasad Nimmagadda 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	INDIA NEWBRIDGE INVESTMENTS LIMITED

 	 
	 	By:  	/s/ Jeffrey D. Ekberg
 	 
	 	 	Name:  	Jeffrey D. Ekberg 	 
	 	 	Title:  	Director 	 
	 
	 	INDIA NEWBRIDGE PARTNERS FDI LIMITED

 	 
	 	By:  	/s/ Jeffrey D. Ekberg
 	 
	 	 	Name:  	Jeffrey D. Ekberg 	 
	 	 	Title:  	Director 	 
	 
	 	INDIA NEWBRIDGE COINVESTMENT LIMITED

 	 
	 	By:  	/s/ Jeffrey D. Ekberg
 	 
	 	 	Name:  	Jeffrey D. Ekberg 	 
	 	 	Title:  	Director 	 
	 
	 	MAXWELL (MAURITIUS) PTE LIMITED

 	 
	 	By:  	/s/ Tan Suan Swee
 	 
	 	 	Name:  	Tan Suan Swee 	 
	 	 	Title:  	Director 	 
	 
	 	SPANDANA FOUNDATION

 	 
	 	By:  	/s/ Prasad Nimmagadda
 	 
	 	 	Name:  	Prasad Nimmagadda 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 









 





SCHEDULE I




List of Sellers1




	 	 	 	 	 
	 	 	 	 	Pro Rata Percentage of
	Seller	 	Number of Sale Shares	 	Shares Outstanding
	PRASAD NIMMAGADDA
	 	12,770,010	 	8.304%
	 
	 	 	 	 
	PRASAD NIMMAGADDA-HUF
	 	600,000	 	0.390%
	 
	 	 	 	 
	G2 CORPORATE SERVICES
LIMITED
	 	5,222,182	 	3.396%
	 
	 	 	 	 
	INDIA NEWBRIDGE
COINVESTMENT LIMITED
	 	7,666,670	 	4.986%
	 
	 	 	 	 
	INDIA NEWBRIDGE
PARTNERS FDI LIMITED
	 	4,600,000	 	2.991%
	 
	 	 	 	 
	INDIA NEWBRIDGE
INVESTMENTS LIMITED
	 	26,664,550	 	17.340%
	 
	 	 	 	 
	MAXWELL (MAURITIUS)
PTE. LIMITED
	 	19,664,560	 	12.788%
	 
	 	 	 	 
	SPANDANA FOUNDATION
	 	2,000,000	 	1.300%
	 
	 	 	 	 
	TOTAL
	 	79,187,972	 	51.495%








 




			
	1	 	Prasad Nimmagadda may transfer Sale Shares
among Prasad Nimmagadda – HUF and G2 Corporate Services, Limited,
provided that the total number of Sale Shares and Percentage of Shares
Outstanding remains unchanged in total, so long as Mr. Prasad obtains the prior
written consent of Parent, not to be unreasonably withheld.




 









 










EXHIBIT A




Form of Opinion of the Outside Indian Counsel to the Company




          On the basis of appropriate and customary assumptions and qualifications, the legal opinion(s)
to be delivered at Closing will address each of the following matters (capitalized terms shall have
the meaning given to them in the Share Purchase Agreement):



1. Due organization and valid existence of the Company under the Laws of India.



2. The Company has full corporate power to execute and deliver each of the Transactions Documents
to which it is a party.



3. The Company has taken all appropriate and necessary corporate actions to approve the
Transactions.



4. The execution, delivery and performance of the Company Letter Agreement by the Company, and the
consummation of the Transactions to which the Company is a party, will not conflict with any
provision of the Company’s Articles of Association.





A-1