EX-10.3



 





Exhibit 10.3




EXECUTION COPY




SHAREHOLDERS AGREEMENT




BY AND AMONG




INDIA NEWBRIDGE INVESTMENTS LIMITED,




INDIA NEWBRIDGE COINVESTMENT LIMITED,




INDIA NEWBRIDGE PARTNERS FDI LIMITED,




MAXWELL (MAURITIUS) PTE. LTD.,




PRASAD NIMMAGADDA




AND




MYLAN LABORATORIES INC.




DATED AS OF AUGUST 28, 2006














 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Certain Definitions
	 	 	1	 
	 
	 	 	 	 
	2. Shelf Registration Statement
	 	 	4	 
	 
	 	 	 	 
	3. Procedures
	 	 	5	 
	 
	 	 	 	 
	4. Registration Expenses
	 	 	9	 
	 
	 	 	 	 
	5. Indemnification
	 	 	10	 
	 
	 	 	 	 
	6. Rule 144
	 	 	12	 
	 
	 	 	 	 
	7. Transfer of Registration Rights
	 	 	12	 
	 
	 	 	 	 
	8. Restrictions on Transferability
	 	 	13	 
	 
	 	 	 	 
	9. Corporate Governance; Non-Competition
	 	 	13	 
	 
	 	 	 	 
	10. Term, Termination
	 	 	15	 
	 
	 	 	 	 
	11. Miscellaneous
	 	 	15	 
	 
	 	 	 	 
	Exhibit A – Plan of Distribution
	 	 	 	 







i









 








SHAREHOLDERS AGREEMENT




     THIS SHAREHOLDERS AGREEMENT is made and entered into as of August 28, 2006, by and among Mylan
Laboratories Inc., a Pennsylvania corporation (the “Company”), India Newbridge Investments Limited,
India Newbridge Coinvestment Limited, and India Newbridge Partners FDI Limited, each a private
company incorporated under the laws of the Republic of Mauritius (together “NB”), Maxwell
(Mauritius) Pte. Ltd., a private company incorporated under the laws of the Republic of Mauritius
(“MX”) and Prasad Nimmagadda, an individual residing in India (“PN” and, together with NB and MX,
the “Shareholders”). The Company and the Shareholders are hereinafter collectively referred to as
the “Parties” and, as appropriate, individually as a “Party”. Capitalized terms, unless otherwise
defined, shall have the meanings assigned to them in Section 1.



     WHEREAS, the Company and the Shareholders are parties to certain Share Purchase Agreements,
each dated as of August 28, 2006, by and between the Company and each of PN, NB, and MX (the “Share
Purchase Agreements”), pursuant to which NB, MX and PN each has agreed to purchase from the Company
a certain number of shares of the Company’s Common Stock, upon the terms and subject to the
conditions set forth therein.



     WHEREAS, the Company and the Shareholders deem it in their best interest to set forth their
agreement regarding certain matters relating to the corporate governance of the Company and to
place certain restrictions on, and to provide for the disposition of, that certain number of shares
of Common Stock acquired by the Shareholders pursuant to the Share Purchase Agreements, and desire
to enter into this Agreement to effectuate those purposes.



     In consideration of the mutual covenants and agreements herein contained and other good and
valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:



Section 1. Certain 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. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Share Purchase Agreement.



     “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 Shareholders Agreement, including all amendments, modifications and
supplements and any exhibits or schedules to any of the foregoing, and shall refer to this
Shareholders Agreement as the same may be in effect at the time such reference becomes operative.



     “Business Day” means any day on which commercial banks are open for business, except a
Saturday, Sunday or legal holiday on which banking institutions in New York, New York are
authorized or obligated by Law or executive order to close.



     “Closing Date” means the closing date of the relevant Share Purchase Agreement.



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     “Common Stock” means common stock, par value $0.50 per share, of the Company.



     “Company” has the meaning set forth in the preamble.



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



     “Company Director” means a member of the Company Board.



     “Control” (including, with correlative meanings, the terms “Controlling” and “Controlled”)
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.



     “Delay Period” has the meaning set forth in Section 2.



     “Disposition” (including, with correlative meanings, the terms “Dispose”, “Disposed”,
“Disposal” and “Disposing”) means any transfer, sale, assignment, exchange, pledge, hypothecation,
gift, issuance, distribution, foreclosure or other disposition of any kind, voluntary or by
operation of Law or other involuntary means, directly or indirectly, for or without consideration.



     “Effective Period” has the meaning set forth in Section 2.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Governmental Authority” means any federal, state, 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.



     “ICC” has the meaning set forth in Section 11(l)(i).



     “Initial PN Lock-Up Period” has the meaning set forth in Section 8(b)(i).



     “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 or ruling or action of or by any Governmental Authority.



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



     “Liability” has the meaning set forth in Section 5(a).



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     “Matrix Closing Date” means the date of the closing of the Matrix share purchase agreement
entered into (among others) by the Company and the Shareholders.



     “MX” has the meaning set forth in the preamble.



     “MX Shares” means the shares of Common Stock issued to MX pursuant to the relevant Share
Purchase Agreement.



     “MX Shareholder” means MX or any Affiliate of MX or limited partner of MX to whom registration
rights are transferred in accordance with Section 7 of this Agreement.



     “NB” has the meaning set forth in the preamble.



     “NB Shares” means the shares of Common Stock issued to NB pursuant to the relevant Share
Purchase Agreement.



     “NB Shareholder” means NB or any Affiliate of NB or limited partner of NB to whom registration
rights are transferred in accordance with Section 7 of this Agreement.



     “NYSE” means the New York Stock Exchange, Inc.



     “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” has the meaning set forth in the preamble.



     “PN Shares” means the shares of Common Stock issued or to be issued to PN pursuant to the
relevant Share Purchase Agreement.



     “PN Shareholder” means PN or any Affiliate of PN to whom registration rights are transferred
in accordance with Section 7 of this Agreement.



     “Prospectus” means the prospectus or prospectuses forming a part of, or deemed to form a part
of, or included in, or deemed included in, any Registration Statement, as amended or supplemented
by any prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Common Stock covered by such Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses.



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     “Registrable Common Stock” means (i) any shares of Common Stock issued to the Shareholders
pursuant to the Share Purchase Agreements, (ii) any other security into or for which the Common
Stock referred to in clause (i) has been converted, substituted or exchanged, and (iii) any
security issued or issuable with respect thereto upon any stock dividend or stock split or in
connection with a combination of shares, reclassification, recapitalization, merger, consolidation
or other reorganization or otherwise.



     “Registration Statement” means any registration statement of the Company filed with, or to be
filed with, the SEC under the rules and regulations promulgated under the Securities Act that
covers any of the Registrable Common Stock pursuant to the provisions of this Agreement, including
the related Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, and all exhibits and all materials incorporated by reference in such
Registration Statement.



     “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as
a replacement thereto having substantially the same effect as such rule.



     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as
a replacement thereto having substantially the same effect as such rule.



     “Rules” has the meaning set forth in Section 11(l)(i).



     “SEC” means the United States Securities and Exchange Commission.



     “Second PN Lock-Up Period” has the meaning set forth in Section 8(b)(ii).



     “Securities Act” means the Securities Act of 1933, as amended.



     “Share Purchase Agreements” has the meaning set forth in the preamble.



     “Shelf Registration Statement” has the meaning set forth in Section 2.



     “Shareholders” has the meaning set forth in the preamble.



     “Suspension Notice” has the meaning set forth in Section 3(d).



     “Suspension Period” has the meaning set forth in Section 3(d).



     “Tribunal” has the meaning set forth in Section 11(l)(i).



Section 2. Shelf Registration Statement.




     (a) As promptly as practicable after the Closing Date, the Company shall use its reasonable
best efforts to file either (i) a registration statement on Form S-3 or such other form under the
Securities Act then available to the Company providing for the resale pursuant to Rule 415 from
time to time by such Shareholders of the Registrable Common Stock or (ii) a



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prospectus supplement covering the Registrable Common Stock, provided, in the case of clause
(ii), that the Company has previously filed and there remains effective a shelf registration
statement on Form S-3 or such other form under the Securities Act then available to the Company
that permits the Shareholders to sell shares of Registrable Common Stock without the filing of a
new registration statement. Such registration statement referred to in clauses (i) and (ii) above,
including the Prospectus, amendments and supplements to the shelf registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material
incorporated by reference or deemed to be incorporated by reference, if any, in such shelf
registration statement or Prospectus, is hereinafter referred to as the “Shelf Registration
Statement.” The Company shall use its reasonable best efforts to cause the Shelf Registration
Statement to be declared effective by the SEC or to become effective as promptly as practicable
following such filing in the case of clause (i); provided, however, that the
Company may upon giving prompt written notice of such action to the Shareholders postpone the
filing or the effectiveness of the Shelf Registration Statement, or the filing of the prospectus
referred to in clause (ii) above, if, based on the good faith judgment of the Company Board, such
postponement is necessary in order to avoid premature disclosure of a matter the Company Board has
determined would not be in the best interest of the Company to be disclosed at such time (a “Delay
Period”); and provided further, that the Company shall not invoke such Delay Period
(A) more than once during any six-month period, (B) for a period exceeding forty-five (45) days on
any one occasion or (C) for a period exceeding sixty (60) days in any twelve-month period. Except
as previously disclosed to the Shareholders, the Company has no knowledge of any circumstance that
would reasonably be expected as of the date hereof to cause it to invoke such Delay Period pursuant
to this Section 2.




     (b) The Company shall maintain the effectiveness of the Shelf Registration Statement until the
earliest to occur of the date (i) on which all shares of Registrable Common Stock have been sold
pursuant to the Shelf Registration Statement or sold, transferred or otherwise Disposed of pursuant
to Rule 144, (ii) on which all shares of Registrable Common Stock not held by Affiliates of the
Company are eligible for sale without registration under the Securities Act pursuant to
subparagraph (k) of Rule 144 and all shares of Registrable Common Stock held by Affiliates of the
Company have been sold pursuant to Rule 144 or otherwise disposed of, or (iii) on which such shares
of Registrable Common Stock shall cease to be outstanding; provided that, in the case of PN, the
Company shall maintain the effectiveness of the Shelf Registration Statement for a period of 30
months from the applicable Closing Date or such additional time period as is mutually agreed upon
by PN and the Company (the “Effective Period”). The plan of distribution contained in the Shelf
Registration Statement (or related Prospectus supplement) shall be substantially in the form
attached hereto as Exhibit A.



Section 3. Procedures.




     (a) In connection with the registration and sale of Registrable Common Stock pursuant to this
Agreement, during the Effective Period, the Company shall use its reasonable best efforts to effect
the registration and the sale of such Registrable Common Stock in accordance with the Shareholders’
intended methods of Disposition thereof, and pursuant thereto the Company shall as expeditiously as
possible:



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     (i) prepare and file with the SEC, as applicable, (A) a Registration Statement
with respect to such Registrable Common Stock and use its reasonable best efforts to
cause such Registration Statement to become effective or (B) within fifteen (15)
Business Days of receipt of a written request from the Shareholders, the prospectus
supplement contemplated in Section 2(b) hereof; and before filing a Registration
Statement or Prospectus or any amendments or supplements thereto (including any
prospectus supplement for a shelf takedown but not including any report filed or
furnished pursuant to the Exchange Act and the rules and regulations promulgated
thereunder), furnish to each Shareholder copies of all such documents proposed to be
filed, and the Shareholders shall have the opportunity to review and comment
thereon, and the Company will make such changes and additions thereto as reasonably
requested by the Shareholders within two (2) Business Days after receipt thereof
prior to filing any Registration Statement or amendment thereto or any Prospectus or
any supplement thereto, unless the Company reasonably objects to such changes and
additions;




     (ii) prepare and file with the SEC such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective for the Effective Period,
and, in the case of the Shelf Registration Statement, prepare such Prospectus
supplements containing such disclosures as may be reasonably requested by the
Shareholders in connection with each shelf takedown;




     (iii) furnish to each Shareholder such number of copies of such Registration
Statement, each amendment and supplement thereto, each Prospectus (including each
preliminary Prospectus and Prospectus supplement) and such other documents as the
Shareholders may reasonably request in order to facilitate the Disposition of the
Registrable Common Stock, provided, however, that the Company shall
have no such obligation to furnish copies of a final prospectus if the conditions of
Rule 172(c) under the Securities Act are satisfied by the Company;




     (iv) use its reasonable best efforts to register or qualify, not later than the
effective date of any filed Registration Statement, such Registrable Common Stock
under the securities or blue sky laws of such jurisdictions (domestic or foreign) as
the Shareholders reasonably request in writing and do any and all other acts and
things that may be reasonably necessary or advisable to enable the Shareholders to
consummate the Disposition in such jurisdictions of the Registrable Common Stock;
provided that the Company will not be required to (A) qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify
but for this subparagraph (iv), (B) subject itself to taxation in any such
jurisdiction or (C) consent to general service of process in any such jurisdiction;




     (v) notify the Shareholders at any time when a Prospectus relating thereto is
required to be delivered or made available under the Securities Act, of the
occurrence of any event as a result of which any Prospectus contains an untrue



6









 






statement of a material fact or omits to state any material fact necessary to
make the statements therein not misleading, and the Company shall prepare forthwith
a supplement or amendment to such Prospectus so that, as thereafter supplemented
and/or amended, such Prospectus shall not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein not
misleading;




     (vi) make available for inspection by the Shareholders and any attorney,
accountant or other agent retained by the Shareholders, all financial and other
records, pertinent corporate documents and properties of the Company, and use its
reasonable best efforts to cause the Company’s officers, directors, employees and
independent accountants to supply all information reasonably requested by the
Shareholders’ attorneys, accountants or agents to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act in connection with such
Registration Statement; provided, however, that each Person
receiving such information shall agree to take such actions as are reasonably
necessary to protect the confidentiality of such information if requested by the
Company;




     (vii) use its reasonable best efforts to cause all such Registrable Common
Stock to be listed on each securities exchange on which securities of the same class
issued by the Company are then listed or, if no such similar securities are then
listed, on the NYSE or another national securities exchange selected by the Company;




     (viii) provide a transfer agent and registrar for all such Registrable Common
Stock not later than the effective date of such Registration Statement;




     (ix) make generally available to the Shareholders a consolidated earnings
statement (which need not be audited) for the twelve (12) months beginning after the
effective date of a Registration Statement as soon as reasonably practicable after
the end of such period, which earnings statement shall satisfy the requirements of
an earnings statement under Section 11(a) of the Securities Act;




     (x) obtain a comfort letter from the Company’s independent public accountants
dated within five (5) Business Days prior to the effective date of the Registration
Statement or date of the Prospectus supplement in customary form and covering such
matters of the type customarily covered by such comfort letters;




     (xi) obtain an opinion of counsel dated the effective date of the Registration
Statement or date of the Prospectus supplement in customary form and covering such
matters of the type customarily covered by such opinions of counsel.




     (xii) promptly notify the Shareholders:



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(1) when the Registration Statement, any pre-effective amendment, the
Prospectus or any Prospectus supplement or post-effective amendment
to the Registration Statement has been filed (but not including any
report filed or furnished pursuant to the Exchange Act) and, with
respect to the Registration Statement or any post-effective
amendment, when the same has become effective;




(2) of any written request by the SEC for amendments or supplements
to the Registration Statement or any Prospectus or of any inquiry by
the SEC relating to the Registration Statement or the Company’s
status as a well-known seasoned issuer;




(3) of the notification to the Company by the SEC of its initiation
of any proceeding with respect to the issuance by the SEC of any stop
order suspending the effectiveness of the Registration Statement; and




(4) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Common Stock
for sale under the applicable securities or blue sky laws of any
jurisdiction.



     (b) During the Effective Period, the Company shall make available to the Shareholders (i) as
soon as reasonably practicable after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company, one copy of each Registration Statement and any amendments
thereto, each preliminary Prospectus and any amendments or supplements thereto, each letter written
by or on behalf of the Company to the SEC or the staff of the SEC (or other Governmental Authority
or self-regulatory body or other body having jurisdiction, including any domestic or foreign
securities exchange), and each item of correspondence from the SEC or the staff of the SEC (or
other Governmental Authority or self-regulatory body or other body having jurisdiction, including
any domestic or foreign securities exchange), in each case relating to such Registration Statement
and (ii) such number of copies of each Prospectus, including a preliminary Prospectus, and all
amendments and supplements thereto and such other documents as the Shareholders may reasonably
request in order to facilitate the Disposition of the Registrable Common Stock. The Company will,
as soon as reasonably practicable, notify the Shareholders of the effectiveness of each
Registration Statement or any post-effective amendment or the filing of any supplement or amendment
to such Shelf Registration Statement or of any Prospectus supplement. The Company will as soon as
reasonably practicable respond to any and all comments received from the SEC, with a view towards
causing each Registration Statement or any amendment thereto to be declared effective by the SEC or
become effective as soon as reasonably practicable and shall file an acceleration request, if
necessary, as soon as reasonably practicable following the resolution or clearance of all SEC
comments or, if applicable, following notification by the SEC that any such Registration Statement
or any amendment thereto will not be subject to review, if applicable.



8









 





     (c) The Company may require the Shareholders to furnish to the Company any information
regarding the Shareholders and the distribution of such securities as the Company reasonably
determines, based on the advice of counsel, is required to be included in any Registration
Statement.



     (d) The Shareholders agree that, upon notice from the Company of the happening of any event as
a result of which the Prospectus included (or deemed included) in such Registration Statement
contains an untrue statement of a material fact or omits any material fact necessary to make the
statements therein not misleading (a “Suspension Notice”), the Shareholders will forthwith
discontinue Disposition of Registrable Common Stock pursuant to such Registration Statement for a
reasonable length of time until the Shareholders are advised in writing by the Company that the use
of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as
contemplated by Section 3(a) hereof (a “Suspension Period”). In any event, the Company shall not
be entitled to deliver more than a total of two (2) Suspension Notices or more than the number of
notice of Delay Periods permitted pursuant to Section 2(a), provided, that the Suspension Periods
under this Section 3(d) and any Delay Periods, as provided under Section 2(a), shall in the
aggregate not exceed 135 days. The Company shall immediately notify the Shareholders upon
termination of any Delay Period or Suspension Period, and amend or supplement the Shelf
Registration Statement, if necessary, so it does not contain any untrue statement or omission and
furnish to the Shareholders such number of copies of such Shelf Registration Statement as so
amended or supplemented as the Shareholders may reasonably request.



     (e) The Company shall not permit any officer, director, broker or any other person acting on
behalf of the Company to use any free writing prospectus (as defined in Rule 405 under the
Securities Act) in connection with any Registration Statement covering Registrable Common Stock,
without the prior written consent of the Shareholders.



     (f) The Shareholders shall not use any free writing prospectus (as defined in Rule 405 under
the Securities Act) in connection with any Registration Statement covering Registrable Common
Stock, without the prior written consent of the Company.



Section 4. Registration Expenses.




     (a) The Company shall pay (to the fullest extent permissible by law) all of the expenses
incident to the Company’s performance of or compliance with this Agreement, including, without
limitation (i) all registration and filing fees, and any other fees and expenses associated with
filings required to be made with the SEC, the NYSE or any other Governmental Authority or listing
authority, (ii) all fees and expenses in connection with compliance with securities or “blue sky”
laws, (iii) all translating, printing, duplicating, word processing, messenger, telephone,
facsimile and delivery expenses (including expenses of printing certificates for the Registrable
Common Stock in a form eligible for deposit with The Depository Trust Company or other similar
depository institution and of printing prospectuses), (iv) all reasonable fees and disbursements of
counsel for the Company and the Shareholders (which fees and disbursements for counsel for all
Shareholders shall not exceed $25,000 per takedown, and $100,000 in the aggregate) and all
accountants and other Persons retained by the Company (including the expenses of any special audit
and cold comfort letter required by or incident to



9









 




such performance), and (v) all fees and expenses similar, equivalent or analogous to those set
forth in the preceding sub-clauses (i) through (v) (but not including any commissions or transfer
taxes, if any, attributable to the sale of Registrable Common Stock). In addition, in all cases
the Company shall pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit or quarterly review, the expense of any liability insurance and the expenses and fees
for listing the securities to be registered on each securities exchange on which they are to be
listed.




     (b) The obligation of the Company to bear the expenses described in Section 4(a) shall apply
irrespective of whether any sales of Registrable Securities ultimately take place.



Section 5. Indemnification.




     (a) The Company agrees to indemnify and hold harmless the Shareholders, their partners,
directors, officers, Affiliates, agents and representatives and each Person who controls (within
the meaning of Section 15 of the Securities Act) the Shareholders from and against any and all
losses, claims, damages, liabilities and expenses (including reasonable costs of investigation)
(each, a “Liability” and collectively, “Liabilities”), arising out of or based upon any untrue, or
allegedly untrue, statement of a material fact contained in any Registration Statement or
Prospectus or arising out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading under the circumstances such statements were made, except insofar as such Liability (i)
arises out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission contained in such Registration Statement or Prospectus in reliance and in
conformity with information concerning the Shareholders furnished in writing to the Company by the
Shareholders expressly for use therein, (ii) arises out of or is based upon offers or sales
effected by the Shareholders “by means of” (as defined in Securities Act Rule 159A) a “free writing
prospectus” (as defined in Securities Act Rule 405) that was not authorized in writing by the
Company or (iii) was caused by a Shareholder’s failure to deliver or make available to such
Shareholder’s immediate purchaser a copy of the Registration Statement or Prospectus or any
amendments or supplements thereto (if the same was required by applicable Law to be delivered or
made available); provided, however, the obligations of the Company pursuant to this
Section 5 shall not apply to amounts paid in settlement of any such claims, losses, damages or
liabilities (or actions in respect thereof) if such settlement is effected without the consent of
the Company (which consent shall not be unreasonably withheld, conditioned or delayed).



     (b) The Shareholders agree severally and not jointly to indemnify and hold harmless the
Company, its directors, officers, Affiliates, agents and representatives, and each Person who
controls the Company (within the meaning of Section 15 of the Securities Act) to the same extent as
the foregoing indemnity from the Company to the Shareholders, but only (i) if such statement or
alleged statement or omission or alleged omission was made solely in reliance upon and in
conformity with information with respect to the Shareholders furnished in writing to the Company by
the Shareholders expressly for use in such Registration Statement or Prospectus or (ii) for any
Liability which arises out of or is based upon offers or sales by the Shareholders “by means of”
(as defined in Securities Act Rule 159A) a “free writing prospectus” (as defined in Securities Act
Rule 405) that was not authorized in writing by the Company; provided, however,



10









 




that (x) each Shareholder shall not be liable pursuant to this Section 5 for any amounts in
excess of the net proceeds received by such Shareholder from the sale of Common Stock owned by such
Shareholders through registration pursuant to this Agreement and (y) the obligations of the
Shareholders pursuant to this Section 5 shall not apply to amounts paid in settlement of any such
claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is
effected without the consent of the Shareholders (which consent shall not be unreasonably withheld,
conditioned or delayed).




     (c) Any Person entitled to indemnification pursuant to this Section 5 shall (i) give prompt
written notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall
not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel (in addition to any local counsel) for each of the PN
Shareholders, the NB Shareholders, and the MX Shareholders indemnified by such indemnifying party
with respect to such claim. Failure to give prompt written notice shall not release the
indemnifying party from its obligations hereunder except to the extent the indemnifying party is
materially prejudiced by such failure to give notice. An indemnifying party will not, without the
prior written consent of the indemnified parties (such consent not to be unreasonably withheld,
delayed or conditioned), settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or potential parties to such
claim). For the avoidance of doubt, the indemnified parties will continue to be entitled to
indemnification pursuant to this Section 5 in the event that such settlement, compromise or consent
does not include an unconditional release of such indemnified party from all liability arising out
of such claim.



     (d) The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified party or any
officer, director or controlling Person of such indemnified party and shall survive the transfer of
securities by such indemnified party to another Person.



     (e) If the indemnification provided for pursuant to this Section 5 is due in accordance with
the terms hereof, but is held by a court of competent jurisdiction to be unavailable or
unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to
herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified Person as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other in connection with the statements or omissions that result in such losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations. The relative fault
of the indemnifying party on the one hand and of the indemnified party on the other shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement



11









 




of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the indemnifying party or by the indemnified party, and by such party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. In no event shall an individual Shareholder be liable for any amounts in
excess of the net proceeds received by such Shareholder from the sale of Common Stock owned by such
Shareholder pursuant to this Agreement.




Section 6. Rule 144.




     The Company covenants that it will, at its own expense, file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder, and it will take such further action as the Shareholders may reasonably request to
make available adequate current public information with respect to the Company meeting the current
public information requirements of Rule 144(c) under the Securities Act, to the extent required to
enable the Shareholders to sell Registrable Common Stock without registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as
such Rule may be amended from time to time or (b) any similar rule or regulation hereafter adopted
by the SEC. Upon the request of the Shareholders, the Company will deliver to the Shareholders a
written statement as to whether it has complied with such information requirements and, if not, the
specifics thereof.



Section 7. Transfer of Registration Rights.




     The Shareholders may not transfer or assign all or any portion of their then remaining rights
under this Agreement (except by operation of Law pursuant to a merger or similar business
combination) without the prior written consent of the Company (which consent shall not be
unreasonably withheld, conditioned or delayed); provided, however, that the
Shareholders may assign their rights and obligations hereunder (in whole or in part) to a 100%
owned (directly or indirectly) Affiliate of such Shareholder or a limited partner of such
Shareholder provided such Affiliate or limited partner agrees in writing with the Company to be
bound by this Agreement as fully as if it were an initial signatory hereto, and any such transferee
may thereafter make corresponding assignments in accordance with this proviso but only to other
100% owned (directly or indirectly) Affiliates or limited partners of the Shareholders. For
purposes of clarity, any assignee permitted by the preceding sentence must remain a 100% owned
(directly or indirectly) Affiliate of the Shareholder or limited partner of the Shareholder. In
the event any shares of Registrable Common Stock are transferred to one or more 100% (directly or
indirectly) owned Affiliates or limited partners in a manner permitted by this Agreement, the
Shareholders shall notify the Company in writing of a single Person that shall be the authorized
representative to receive notices and take all actions on behalf of the Shareholders and/or their
respective permitted 100% owned (directly or indirectly) Affiliate assignees or limited partners.
The Company shall file a supplement to the Registration Statement or Prospectus for the purpose of
naming additional PN Shareholders, MX Shareholders and NB Shareholders; provided that the Company
shall not be required to file more than six (6) supplements to the Registration Statement or
Prospectus per 12 month period for the purpose of naming such additional Shareholders.



12









 





Section 8. Restrictions on Transferability.




     (a) NB Shares; MX Shares. Notwithstanding anything to the contrary contained in this
Agreement or the Share Purchase Agreements, NB and MX shall not be restricted in any way from
Disposing of all or any portion of the NB Shares and the MX Shares, respectively, except as
provided by applicable securities laws.



     (b) PN Shares. Notwithstanding anything to the contrary contained in this Agreement
or the Share Purchase Agreements:




     (i) for a period of one (1) year following the Matrix Closing Date (the
“Initial PN Lock-Up Period”), PN shall not, except with the prior written consent of
the Company (A) directly or indirectly Dispose, or offer or agree to Dispose, of any
PN Shares, (B) enter into a transaction which would have the same effect, or (C)
enter into any swap, hedge or other arrangement that transfers, in whole or in part,
any of the economic consequences of ownership of any PN Shares, whether any such
aforementioned transaction is to be settled by delivery of any PN Shares or other
securities, in cash or otherwise;




     (ii) for a period of one (1) year following the expiration of the Initial PN
Lock-Up Period (the “Second PN Lock-Up Period”), PN shall not, except with the prior
written consent of the Company, (A) directly or indirectly Dispose, or offer or
agree to Dispose, of more than 599,520 of the PN Shares (together with any
transactions entered into pursuant to clauses (B) and (C)), (B) enter into a
transaction which would have the same effect, or (C) enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of more than 599,520 of the PN Shares (together with any
transactions entered into pursuant to clauses (A) and (B)), whether any such
aforementioned transaction is to be settled by delivery of any PN Shares or other
securities, in cash or otherwise; and




     (iii) following the expiration of the Second PN Lock-Up Period, PN shall not be
restricted in any way from Disposing of all or any portion of any remaining PN
Shares, except as provided by applicable securities laws.



     Notwithstanding the foregoing, PN may transfer his shares through inheritance in the event of
his death so long as his heirs abide by the terms and obligations of PN under this Agreement.



     (c) To the full extent of its powers under applicable Law, the Company shall refrain from
taking any action that would or could be viewed as recognizing or acknowledging any Disposition of
Common Stock in violation of the terms and conditions of this Agreement or the Share Purchase
Agreements.



Section 9. Corporate Governance; Non-Competition.




     (a) As soon as practicable following the Closing Date under the Share Purchase Agreement with
PN, the Company shall use its reasonable best efforts to cause PN to be



13









 




appointed as a Company Director. The Company shall use its reasonable best efforts to cause PN to
be nominated or renominated to the Company Board, as the case may be, at the first two elections of
Company Directors following the Closing, so long as PN owns at least 599,520 shares of Common
Stock.




     (b) In consideration for entering into the Transactions with the Company, PN, for a period
beginning on the Matrix Closing Date and ending on the later of (i) the third anniversary of the
Matrix Closing Date, (ii) two years following the time at which PN is no longer on the board of
directors of the Company and (iii) two years following the date or which PN is no longer an
employee of the Company, PN and any entity directly or indirectly Controlled by PN, shall not
directly or indirectly:




               (i) 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;




               (ii) 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 the Company 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




               (iii) engage in any practice the purpose or effect of which is to
evade the provisions of this Section 9(b);



               provided, however, that the foregoing shall not
prohibit actions by PN 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 Company and PN 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 the Company 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.




14









 





Section 10. Term, Termination.




     This Agreement shall become effective immediately following the first Closing under a Share
Purchase Agreement and shall automatically terminate and be of no further force or effect with
respect to any Shareholder, without any further action on the part of any of the parties, upon the
date on which such Shareholder or any of their Affiliates ceases to own any Company Stock.



Section 11. Miscellaneous.




     (a) Representations and Warranties. Each of the Parties hereby represents and warrants to
and for the benefit of the other Parties as follows:



               (i) it (if such Party is a legal entity) is duly organized, validly existing and in good
standing as a legal entity under the laws of the respective jurisdiction of its organization;



               (ii) it has full power and authority, and PN has the requisite legal capacity, to execute and
deliver this Agreement executed or to be executed by it and to perform its obligations hereunder.
This Agreement has been duly and validly executed and delivered by each of the Parties and
constitutes a legal, valid and binding obligation of each Party enforceable against it in
accordance with its terms. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Party 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 Party of the transactions contemplated hereby;



               (iii) none of the execution and delivery by such Party of this Agreement, the consummation of
the transactions contemplated by this Agreement or compliance by such Party with any of the
provisions hereof will conflict with, result in a breach of or constitute a default under any
contract, charter document (if such Party is a legal entity), agreement or instrument to which it
is a party; and



               (iv) 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 such
Party in connection with the execution and delivery of this Agreement, the consummation of the
transactions contemplated by this Agreement or the compliance by such Party with any of the
provisions hereof.



     (b) 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):



15









 





	 	 	 	 	 
	 	 	If to the Company:
	 
	 	 	 	 
	 	 	Mylan Laboratories Inc.
	 	 	1500 Corporate Drive
	 	 	Canonsburg, Pennsylvania 15317
	 

	 	Attn:
	 Chief Legal 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
	 
	 	 	 	 
	 	 	If to NB:
	 
	 	 	 	 
	 	 	India Newbridge Investments Limited
	 	 	301 Commerce Street, Suite 330
	 	 	Fort Worth, TX 76102 U.S.A.
	 

	 	Attn:
	 Jeffrey D. Ekberg
	 

	 	Fax:
	 (817) 850-4084
	 
	 	 	 	 
	 	 	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
	 
	 	 	 	 
	 	 	If to MX:
	 
	 	 	 	 
	 	 	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






16









 






	 	 	 	 	 
	 	 	One Liberty Plaza
	 	 	New York, New York 10006
	 

	 	Attn:
	 	Daniel S. Sternberg
	 

	 	 	 	David I. Gottlieb
	 

	 	Fax:
	 	(212) 225-3999
	 
	 	 	 	 
	 	 	If to PN:
	 
	 	 	 	 
	 	 	Mr. Prasad Nimmagadda
	 	 	Plot No. D-19, Gayatri Arcade,
	 	 	Vikrampuri,
	 	 	Kharkhana
	 	 	Secunderabad - 500 009, India
	 

	 	Fax:
	 	+91 90 663 366 01
	 
	 	 	 	 
	 	 	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






          If to a transferee Shareholder, to the address of such transferee Shareholder set forth in the
transfer documentation provided to the Company.



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.




     (c) Fees and Expenses. Except as otherwise expressly provided in this Agreement, each
Party shall bear its respective costs and expenses (including investment advisory and legal fees
and expenses) incurred in connection with the preparation, negotiation and execution of this
Agreement and the transactions contemplated hereby, including all fees and expenses of agents,
representatives, counsel and accountants.



     (d) 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 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 contemplated in this Agreement. 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



17









 




any requirement of 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 contemplated in this Agreement. 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 contemplated herein and therein, except (a) to
representatives of the Shareholders or the Company in connection with such transactions, (b) to
financial institutions, banks and sources of equity whose consent or financing will be obtained for
the Transactions, (c) as may already be in the public domain other than as a result of a breach of
this Section 11(d) by any Party and (d) as may be compelled in a judicial or administrative
proceeding or as otherwise required by Law (in which case the disclosing Party shall notify the
other Parties in writing promptly thereof).




     (e) 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.



     (f) 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. If the outstanding
Common Stock is converted into or exchanged or substituted for other securities issued by any other
Person, as a condition to the effectiveness of the merger, consolidation, reclassification, share
exchange or other transaction pursuant to which such conversion, exchange, substitution or other
transaction takes place, such other Person shall automatically become bound hereby with respect to
such other securities constituting Registrable securities and, if requested by the Shareholders or
a permitted transferee, shall further evidence such obligation by executing and delivering to the
Shareholders and such transferee a written agreement to such effect in form and substance
satisfactory to the Shareholders. 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, conditioned, or delayed), and any attempted assignment
without the required consents shall be void. Notwithstanding the foregoing, the Shareholders may,
after informing the Company in writing, assign this Agreement, in whole or
in part, to any of their Affiliates or limited partners, but in no event shall any such
assignment release the Shareholders from their obligations hereunder.



     (h) 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



18









 




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.




     (i) 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.



     (j) 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.



     (k) 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.



     (l) Arbitration.




     (i) 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. The Company on the
one hand, and the Shareholders, 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 11(l)
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.




     (ii) 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



19









 






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.




     (iii) 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 Law 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.




     (iv) 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) enforcing the agreement to arbitrate pursuant to this Section 12(l), (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 11(l) in the same
manner as provided for the giving of notice hereunder.




     (v) 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.




     (vi) The Parties hereby agree to exclude the applicability of Part I of the
Arbitration and Conciliation Act, 1996 to arbitration under this Section 11(l).




     (vii) 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



20









 






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
11(l) or any other Transaction Document, the subject of which has been consolidated
into another arbitral proceeding under this Section 12(l).



     (m) Interpretation. This Agreement is to be interpreted in accordance with
the following rules of construction:




     (i) 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.




     (ii) The words “include,” “includes” and “including” are deemed to be followed by the
phrase “without limitation.” The words “herein”, “hereto”, “hereof’, and “hereunder” and
words of similar import refer to this Agreement 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.”




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




     (iv) 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.




     (v) 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.




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



21









 






     (vii) Any reference in this Agreement to “Rs.” means Rupees, the lawful currency of
India, or its equivalent in any other currency.




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




     (ix) 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.




     (x) 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.



     (n) Entire Agreement. This Agreement (together with the other Transaction Documents)
constitutes 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 the subject matter hereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




22









 








          IN WITNESS WHEREOF, this Shareholders Agreement has been duly executed by each of the parties
hereto as of the date first written above.




	 	 	 	 	 
	 	Mylan Laboratories Inc.

 	 
	 	By:  	/s/ Robert J. Coury
 	 
	 	 	Name:  	Robert J. Coury 	 
	 	 	Title:  	Vice Chairman and CEO 	 
	 
	 	 	 	 	 
	 	Prasad Nimmagadda

 	 
	 	By:  	/s/ Prasad Nimmagadda
 	 



	 	 	 	 	 
	 	India Newbridge Investments 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 	 
	 



	 	 	 	 	 
	 	India Newbridge Partners FDI Limited

 	 
	 	By:  	/s/ Jeffrey D. Ekberg
 	 
	 	 	Name:  	Jeffrey D. Ekberg 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	Maxwell (Mauritius) Pte. Ltd.

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













 








EXHIBIT A                    




Plan of Distribution





                          is registering the shares of common stock covered by this prospectus for the selling
shareholder. As used in this prospectus, “selling shareholder” includes the donees, transferees,
pledgees or others who may later hold the selling shareholder’s interests. Pursuant to a
Shareholders Agreement, dated as of [first Closing Date],                      agreed to register the common
stock owned by the selling shareholder and to indemnify the selling shareholder against certain
liabilities related to the selling of the common stock, including liabilities arising under the
Securities Act. Under the Shareholders Agreement,                      also agreed to pay the costs and fees
of registering the shares of common stock; however, the selling shareholder will pay any brokerage
commissions relating to the sale of the shares of common stock.



     The selling shareholder may sell the common stock being offered hereby in one or more of the
following ways at various times:




	 	•	 	directly to investors; or
	 
	 	•	 	through agents to the public or to investors.





     The selling shareholder may offer its shares of common stock in one or more offerings pursuant
to one or more prospectus supplements, if required by applicable law, and any such prospectus
supplement will set forth the terms of the relevant offering to the extent required. To the extent
the shares of common stock offered pursuant to a prospectus supplement remain unsold, the selling
shareholder may offer those shares of common stock on different terms pursuant to another
prospectus supplement.



     The selling shareholder will act independently of                      in making decisions with respect
to the timing, manner and size of each sale. The selling shareholder may sell the common stock in
transactions:




	 	•	 	on the New York Stock Exchange or any other national securities exchange or quotation
system on which the common stock may be listed or quoted at the time of sale;
	 
	 	•	 	in the over-the-counter market;
	 
	 	•	 	in transactions otherwise than on these exchanges or services or in the over-the-counter
market; or
	 
	 	•	 	through the writing and exercise of options, whether these options are listed on any
options exchange or otherwise.
	 
	 	 	 	The securities may be sold:
	 
	 	•	 	at fixed prices;




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	 	•	 	at market prices prevailing at the time of sale;
	 
	 	•	 	at prices related to the prevailing market prices;
	 
	 	•	 	at varying prices determined at the time of sale; or
	 
	 	•	 	at negotiated prices.





     A distribution of the common stock by the selling shareholder may also be effected through the
issuance by the selling shareholder or others of derivative securities, including without
limitation, warrants, exchangeable securities, forward delivery contracts and the writing of
options.



     In addition, the selling shareholder may sell some or all of the shares of common stock
covered by this prospectus through:




	 	•	 	a block trade in which a broker-dealer will attempt to sell as agent, but may position
or resell a portion of the block, as principal, in order to facilitate the transaction;
	 
	 	•	 	purchases by a broker-dealer, as principal, and resale by the broker-dealer for its
account;
	 
	 	•	 	ordinary brokerage transactions and transactions in which a broker solicits purchasers;
or
	 
	 	•	 	privately negotiated transactions.





     The selling shareholder may also enter into hedging transactions. For example, the selling
shareholder may:




	 	•	 	enter into transactions with a broker-dealer or affiliate thereof in connection with
which such broker-dealer or affiliate will engage in short sales of the common stock
pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares
of common stock received from the selling shareholder to close out its short positions;
	 
	 	•	 	sell common stock short itself and redeliver such shares to close out its short
positions;
	 
	 	•	 	enter into option or other types of transactions that require the selling shareholder to
deliver common stock to a broker-dealer or an affiliate thereof, who will then resell or
transfer the common stock under this prospectus; or
	 
	 	•	 	loan or pledge the common stock to a broker-dealer or an affiliate thereof, who may sell
the loaned shares or, in an event of default in the case of a pledge,
sell the pledged shares pursuant to this prospectus.





     In addition,                      may enter into derivative or hedging transactions with third parties,
or sell securities not covered by this prospectus to third parties in privately negotiated



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transactions. In connection with such a transaction, the third parties may sell securities
covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the
third party may use securities borrowed from                      or others to settle such sales and may use
securities received from                      to close out any related short positions.                      may also
loan or pledge securities covered by this prospectus and an applicable prospectus supplement to
third parties, who may sell the loaned securities or, in an event of default in the case of a
pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus
supplement.




     The applicable prospectus supplement will set forth the terms of the offering of the common
stock covered by this prospectus, including:




	 	•	 	the name or names of any dealers or agents and the amounts of securities purchased by
each of them, if any; and
	 
	 	•	 	the public offering price of the common stock and the proceeds to the selling
shareholder and any discounts, commissions or concessions or other items constituting
compensation allowed, reallowed or paid to dealers or agents, if any.





     Any public offering price and any discounts, commissions, concessions or other items
constituting compensation allowed or reallowed or paid to dealers or agents may be changed from
time to time.



     The selling shareholder may negotiate and pay broker-dealers’ commissions, discounts or
concessions for their services. Broker-dealers engaged by the selling shareholder may allow other
broker-dealers to participate in resales. The selling shareholder and any broker-dealers involved
in the sale or resale of the common stock may qualify as “underwriters” within the meaning of
Section 2(a)(11) of the Securities Act. In addition, the broker-dealers’ commissions, discounts or
concessions may qualify as underwriters’ compensation under the Securities Act. If the selling
shareholder qualifies as an “underwriter,” it will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act.



     In addition to selling its common stock under this prospectus, the selling shareholder may:




	 	•	 	agree to indemnify any broker-dealer or agent against certain liabilities related to the
selling of the common stock, including liabilities arising under the Securities Act;
	 
	 	•	 	transfer its common stock in other ways not involving market makers or established
trading markets, including directly by gift, distribution, or other transfer;
	 
	 	•	 	sell its common stock under Rule 144 of the Securities Act rather than under this
prospectus, if the transaction meets the requirements of Rule 144; or
	 
	 	•	 	sell its common stock by any other legally available means.






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