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.
Representations and Warranties of King .
King represents and warrants to Mylan and Summit that King 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 King. This Agreement has been duly
executed and delivered by King and constitutes a valid and binding
agreement of King, enforceable against it in accordance with its
terms.
4.
Cooperation .
The parties shall cooperate with each other and promptly prepare
and file all necessary documentation to withdraw all applications,
notices, petitions and filings made with, and shall use their
reasonable efforts to terminate any proceedings (other than any
pending litigation) before, any Governmental Entities in connection
with the Merger Agreement.
5.
Entire Agreement .
This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this
Agreement.
6.
Counterparts .
This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by
each of the pa
