Exhibit 10.1
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,
respectively, in accordance with its terms.
3.
Repres
