EXHIBIT 10.20(c)AMENDMENT NO. 2 TO TRANSITION AND SUCCESSION AGREEMENT          THIS AMENDMENT NO. 2 TO TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) by and betweenMylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and Edward J. Borkowski (the“Executive”), is made as of April 3, 2006.          WHEREAS, the Company and the Executive are parties to that certain Transition and SuccessionAgreement dated as of December 15, 2003, as amended December 2, 2004 (as amended, the “Agreement”);          WHEREAS, the Company and the Executive wish to amend the Agreement, effective as of April 1,2006, as set forth below;          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which arehereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Section 1(a) of the Agreement is hereby amended to add the following sentence at theend of such subsection:“For the sake of clarity, it is understood that if the Executive’s employment terminates priorto the Effective Date other than as described in the preceding sentence, this Agreement shallthereupon be null and void and of no further force and effect.” 2. The reference to “65%” in Section 1(d)(3) of the Agreement is hereby deleted andreplaced with “60%.”  3. References to the “120-day period” in each of the following sections of the Agreementshall hereinafter refer to the “180-day period”: 3(a)(1), 3(b)(3), 3(b)(4), 3(b)(5),3(b)(6), 3(b)(7), 3(b)(8), and 6.  4. The third sentence of 3(b)(1) is hereby deleted and replaced in its entirety with thefollowing:“During the Employment Period, the Annual Base Salary shall be reviewed at least annually,beginning no more than 12 months after the Executive’s last salary review.” 5. Section 3(b)(2) of the Agreement is hereby deleted and replaced in its entirety withthe following:“Annual Bonus. In addition to the Annual Base Salary, the Executive shall participate in abonus program during the Employment Period and have a bonus which is no less favorable than thebonus for other employees of his level at the Company and its Affiliated Companies.”
 

 
 6. The following clause shall be added to the end of section 4(b)(2) of this Agreement:“which, in the case of clauses (1) and (2), has not been cured within 30 days after a writtendemand for substantial performance is delivered to the Executive by the Company thatspecifically identifies the manner in which the Company believes that the Executive has grosslyneglected his duties or has engaged in gross misconduct.” 7. Section 4(c)(10) of this Agreement is hereby deleted in its entirety.  8. The penultimate sentence of Section 4(c) of the Agreement is hereby deleted andreplaced in its entirety with the following:“Anything in this Agreement to the contrary notwithstanding, a termination by the Executive forany reason pursuant to a Notice of Termination given during the 90-day period immediatelyfollowing the first anniversary of the occurrence of a Change in Control (other than a Changein Control occurring solely under Section 1(d)(3) of this Agreement where all or substantiallyall of the individuals and entities that were the beneficial owners of the Outstanding CompanyCommon Stock and the Outstanding Company Voting Securities immediately prior to a BusinessCombination beneficially own, directly or indirectly, more than 50%of the then-outstanding shares of common stock following the Business Combination) shall be deemed to be a terminationfor Good Reason for all purposes of this Agreement.” 9. The introductory clause of Section 5(a)(1) of the Agreement is hereby deleted andreplaced in its entirety to read as follows:“the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the eventof the Executive’s death), in a lump sum in cash within 30 days after the Date of Termination(or, if required by Section 409A of the Code to avoid the imposition of additional taxes, onthe date that is six (6) months following the Date of Termination), the aggregate of thefollowing amounts:” 10. Section 5(a)(1)(B) of the Agreement is hereby deleted and replaced in its entirety toread as follows:“the amount equal to three (3) times the sum of: (i) the Executive’s then-current Annual BaseSalary, plus (ii) an amount equal to the highest bonus determined to date under Section 4(b) ofthe Employment Agreement or paid to the Executive hereunder (in the case of death or theExecutive’s Disability, reduced (but not below zero) by any disability or death benefits thatthe Executive or the Executive’s estate or beneficiaries are entitled to pursuant to plans orarrangements of the Company).” 11. Section 5(a)(2) of the Agreement is hereby deleted and replaced in its entirety toread as follows:
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“For three years after the Executive’s Date of Termination (or such shorter period as requiredby Section 409A of the Code to avoid the imposition of additional taxes), the Company shallcontinue to provide benefits to the Executive and/or the Executive’s dependents at least equalto those that were provided to them (taking into account any required employee contributions,co-payments and similar costs imposed on the Executive and the Executive’s dependents and thetax treatment of participation in the plans, programs, practices and policies by the Executiveand the Executive’s dependents) by or on behalf of the Company and or the Affiliated Companiesin accordance with the benefit plans, programs, practices and policies (including thoseprovided under the Employment Agreement) in effect immediately prior to a Change of Control or,if more favorable to the Executive, as in effect any time thereafter with respect to other peerexecutives of the Company and the Affiliated Companies and their dependents; provided, however,that, if the Executive becomes reemployed with another employer and is eligible to receive suchbenefits under another employer provided plan, program, practice or policy, the medical andother welfare benefits described herein shall be secondary to those provided under such otherplan, program, practice or policy during such applicable period of eligibility; and” 12. Section 9(d) of the Agreement is hereby deleted in its entirety and replaced with thefollowing:“The Executive agrees not to voluntarily terminate employment with the Company (other than (i)as a result of an event that would constitute Good Reason that is at the request of a thirdparty that has taken steps reasonably calculated to effectuate a Change of Control or otherwisearose in connection with or in anticipation of a Change of Control or (ii) by reason ofnon-extension or non-renewal of the Employment Agreement or such other employment agreemententered into by and between the Executive and the Company from time to time) from such time asthe Company has entered into an agreement that would result in a Change of Control until theChange of Control; *provided*, that such provision shall cease to apply upon the termination ofsuch agreement or if the Change of Control has not occurred within one year following theexecution of such agreement.” 13. Section 11 of the Agreement is hereby deleted in its entirety and replaced with thefollowing:[Intentionally Omitted.] 14. The following section references in Amendment No. 1 to the Transition and SuccessionAgreement shall be corrected as follows:The reference to the last sentence of Section 3(a) of the Agreement shall be to the entirety ofSection 5(a)(2) of the Agreement.
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The reference to Section 3(b) of the Agreement shall be to Section 8 of the Agreement. 15. This Amendment shall be governed by, interpreted under and construed in accordancewith the laws of the Commonwealth of Pennsylvania.  16. This Amendment may be executed in counterparts, each of which shall be an originaland all of which shall constitute the same document.  17. Except as modified by this Amendment, the Agreement is hereby confirmed in allrespects.          IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and theyear first written above.         MYLAN LABORATORIES INC.         By: /s/ Robert J. Coury          Name: Robert J. Coury  Title: Vice Chairman and CEO         EXECUTIVE           /s/ Edward J. Borkowski       Edward J. Borkowski
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