dated as of September 9,
2008
Confirmation of OTC Warrant
Transaction
dated as of March 1,
2007
Mylan, Inc. (formerly Mylan
Laboratories Inc.),
as seller,
Merrill Lynch International,
as buyer,
and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as agent
The parties
have previously entered into the Agreement and have now agreed to
amend the Agreement by the terms of this Amendment (this
“Amendment”).
Accordingly, in
consideration of the mutual agreements contained in this Amendment,
the parties agree as follows:
1. Amendment
of the Agreement
The Agreement
is hereby amended by replacing the first paragraph opposite the
caption “Limitations on Net Physical Settlement by
Counterparty” with the following text:
“Notwithstanding anything herein or in the
Agreement to the contrary, the number of Shares that may be
delivered at settlement by Counterparty shall not exceed the
product of 1.5 times the initial Number of Warrants at any time
(“ Maximum Deliverable Share Amount ”),
as adjusted by the Calculation Agent to account for any
subdivision, stock-split, reclassification or similar dilutive
event with respect to the Shares.”
Each party
represents to the other party in respect of the Agreement, as
amended pursuant to this Amendment, that all representa