TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Agreement") dated
as of February 27, 2005 by and among MYLAN LABORATORIES INC., a
Pennsylvania corporation ("Mylan"), SUMMIT MERGER CORPORATION, a
Tennessee corporation ("Summit"), and KING PHARMACEUTICALS, INC., a
Tennessee corporation ("King").
WHEREAS, Mylan, Summit and King are parties to
an Agreement and Plan of Merger dated as of July 23, 2004 (the
"Merger Agreement") (capitalized terms used but not defined herein
have the meanings set forth therein); and
WHEREAS, pursuant to Section 7.1(a) of the
Merger Agreement, the Merger Agreement may be terminated, by mutual
written consent of Mylan and King, if the Board of Directors of
each so determines.
NOW, THEREFORE,
Mylan, Summit and King hereby agree as follows:
1.
Termination of Merger
Agreement . Pursuant to
Section 7.1(a) of the Merger Agreement, Mylan and King consent to
the termination of, and Mylan, Summit and King hereby terminate,
the Merger Agreement and abandon the Merger contemplated thereby,
with the effects described in Section 7.2 of the Merger
Agreement.
2.
Representations and
Warranties of Mylan and Summit . Mylan and Summit each
represent and warrant to King that it has all requisite corporate
power and authority to enter into this Agreement and to take the
actions contemplated hereby. The execution and delivery of this
Agreement and the actions contemplated hereby have been duly
authorized by all necessary corporate action on the part of each of
Mylan and Summit. This Agreement has been duly executed and
delivered by each of Mylan and Summit and constitutes a valid and
binding agreement of each of Mylan and Summit, enforceable against
Mylan and Summit,
