10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________to___________                 

Commission File Number 1-9114

MYLAN INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	25-1211621
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1500 Corporate Drive, Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(724) 514-1800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of	Outstanding at
Common Stock	April 29, 2013
$0.50 par value	381,089,535

MYLAN INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

For the Quarterly Period Ended

March 31, 2013

		Page
	PART I — FINANCIAL INFORMATION
ITEM 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations — Three Months Ended March 31, 2013 and 2012	3
	Condensed Consolidated Statements of Comprehensive (Loss) Earnings — Three Months Ended March 31, 2013 and 2012	4
	Condensed Consolidated Balance Sheets — March 31, 2013 and December 31, 2012	5
	Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	41
ITEM 4.	Controls and Procedures	41
	PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings	42
ITEM 1A.	Risk Factors	42
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
ITEM 6.	Exhibits	43
SIGNATURES		46

2

PART I — FINANCIAL INFORMATION

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2013			2012
Revenues:
Net revenues	$	1,619,408		$	1,573,075
Other revenues	12,082			10,580
Total revenues	1,631,490			1,583,655
Cost of sales	938,000			913,426
Gross profit	693,490			670,229
Operating expenses:
Research and development	126,486			80,959
Selling, general and administrative	351,367			336,559
Litigation settlements, net	1,790			2,173
Total operating expenses	479,643			419,691
Earnings from operations	213,847			250,538
Interest expense	77,987			82,409
Other income (expense), net	3,398			(9,815		)
Earnings before income taxes and noncontrolling interest	139,258			158,314
Income tax provision	31,714			28,844
Net earnings	107,544			129,470
Net earnings attributable to the noncontrolling interest	(662		)	(391		)
Net earnings attributable to Mylan Inc. common shareholders	$	106,882		$	129,079
Earnings per common share attributable to Mylan Inc. common shareholders:
Basic	$	0.27		$	0.30
Diluted	$	0.27		$	0.30
Weighted average common shares outstanding:
Basic	393,163			427,251
Diluted	399,013			432,365

See Notes to Condensed Consolidated Financial Statements

3

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive (Loss) Earnings

(Unaudited; in thousands)

	Three Months Ended
	March 31,
	2013			2012
Net earnings	$	107,544		$	129,470
Other comprehensive (loss) earnings, before tax:
Foreign currency translation adjustment	(140,435		)	101,438
Change in unrecognized loss and prior service cost related to defined benefit plans	277			(10		)
Net unrecognized gain on derivatives	25,798			22,646
Net unrealized loss on marketable securities	(292		)	(168		)
Other comprehensive (loss) earnings, before tax	(114,652		)	123,906
Income tax related to items of other comprehensive (loss) earnings	7,252			7,190
Other comprehensive (loss) earnings, net of tax	(121,904		)	116,716
Comprehensive (loss) earnings	(14,360		)	246,186
Comprehensive earnings attributable to the noncontrolling interest	(662		)	(391		)
Comprehensive (loss) earnings attributable to Mylan Inc. common shareholders	$	(15,022	)	$	245,795

See Notes to Condensed Consolidated Financial Statements

4

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share and per share amounts)

	March 31, 2013			December 31, 2012
ASSETS
Assets
Current assets:
Cash and cash equivalents	$	294,421		$	349,969
Accounts receivable, net	1,514,480			1,554,342
Inventories	1,623,246			1,525,242
Deferred income tax benefit	244,148			229,348
Prepaid expenses and other current assets	274,099			243,816
Total current assets	3,950,394			3,902,717
Property, plant and equipment, net	1,421,889			1,397,216
Intangible assets, net	2,105,440			2,224,457
Goodwill	3,451,506			3,515,655
Deferred income tax benefit	100,306			87,655
Other assets	855,497			804,197
Total assets	$	11,885,032		$	11,931,897
LIABILITIES AND EQUITY
Liabilities
Current liabilities:
Trade accounts payable	$	766,075		$	777,908
Short-term borrowings	485,486			298,987
Income taxes payable	19,866			33,731
Current portion of long-term debt and other long-term obligations	104,737			98,048
Deferred income tax liability	587			1,283
Other current liabilities	905,619			983,546
Total current liabilities	2,282,370			2,193,503
Long-term debt	5,672,142			5,337,196
Other long-term obligations	777,856			771,111
Deferred income tax liability	265,472			274,259
Total liabilities	8,997,840			8,576,069
Equity
Mylan Inc. shareholders’ equity
Common stock — par value $0.50 per share
Shares authorized: 1,500,000,000
Shares issued: 541,245,735 and 539,664,386 as of March 31, 2013 and December 31, 2012	270,623			269,832
Additional paid-in capital	4,021,264			3,986,746
Retained earnings	2,168,252			2,061,370
Accumulated other comprehensive loss	(208,402		)	(86,498		)
	6,251,737			6,231,450
Noncontrolling interest	15,716			15,110
Less: treasury stock — at cost
Shares: 160,221,798 and 144,459,210 as of March 31, 2013 and December 31, 2012	3,380,261			2,890,732
Total equity	2,887,192			3,355,828
Total liabilities and equity	$	11,885,032		$	11,931,897

See Notes to Condensed Consolidated Financial Statements

5

MYLAN INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net earnings	$	107,544		$	129,470
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	128,909			123,667
Stock-based compensation expense	12,129			12,303
Change in estimated sales allowances	(67,182		)	59,865
Deferred income tax benefit	(31,488		)	(5,250		)
Other non-cash items	45,163			57,515
Litigation settlements, net	1,790			2,173
Changes in operating assets and liabilities:
Accounts receivable	76,690			(155,085		)
Inventories	(118,925		)	(70,095		)
Trade accounts payable	5,875			(33,077		)
Income taxes	23,115			(48,562		)
Deferred revenue	(134		)	(7,043		)
Other operating assets and liabilities, net	(95,925		)	(172,953		)
Net cash provided by (used in) operating activities	87,561			(107,072		)
Cash flows from investing activities:
Capital expenditures	(53,075		)	(35,745		)
Change in restricted cash	(53,093		)	44
Cash paid for acquisitions, net	(32,100		)	—
Purchase of marketable securities	(2,538		)	(2,660		)
Proceeds from sale of marketable securities	2,839			2,562
Other items, net	(4,294		)	(72,419		)
Net cash used in investing activities	(142,261		)	(108,218		)
Cash flows from financing activities:
Payment of financing fees	(4,983		)	(1,248		)
Purchase of common stock	(500,000		)	—
Change in short-term borrowings, net	185,073			311,053
Proceeds from issuance of long-term debt	525,000			435,000
Payment of long-term debt	(239,442		)	(673,806		)
Proceeds from exercise of stock options	28,060			17,182
Other items, net	12,891			3,746
Net cash provided by financing activities	6,599			91,927
Effect on cash of changes in exchange rates	(7,447		)	6,345
Net decrease in cash and cash equivalents	(55,548		)	(117,018		)
Cash and cash equivalents — beginning of period	349,969			375,056
Cash and cash equivalents — end of period	$	294,421		$	258,038

See Notes to Condensed Consolidated Financial Statements

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MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. General

The accompanying unaudited Condensed Consolidated Financial Statements (“interim financial statements”) of Mylan Inc. and subsidiaries (“Mylan” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the interim results of operations, comprehensive earnings, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The December 31, 2012Condensed Consolidated Balance Sheet was derived from audited financial statements.

The interim results of operations, comprehensive earnings and cash flows for the three months endedMarch 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period. The Company computed its provision for income taxes using an estimated effective tax rate for the full year with consideration of certain discrete tax items which occurred within the interim period. The estimated annual effective tax rate for 2013 includes an estimate of the full-year effect of foreign tax credits that the Company anticipates it will claim against its 2013 U.S. tax liabilities.

Certain insignificant prior period amounts of other revenue, cost of sales and operating expenses have been reclassified to other income (expense), net to conform to the presentation for the current period. The reclassifications had no impact on the previously reported net earnings attributable to Mylan Inc. common shareholders. In addition, certain insignificant prior period amounts have been reclassified from net cash provided by (used in) operating activities to net cash used in investing activities.

2. Revenue Recognition and Accounts Receivable

Mylan recognizes net revenue for product sales when title and risk of loss pass to its customers and when provisions for estimates, including discounts, sales allowances, price adjustments, returns, chargebacks and other promotional programs are reasonably determinable. Accounts receivable are presented net of allowances relating to these provisions. No revisions were made to the methodology used in determining these provisions during the three months endedMarch 31, 2013. Such allowances were $918.4 million and $977.0 million at March 31, 2013 and December 31, 2012. Other current liabilities include $187.8 million and $202.9 million at March 31, 2013 and December 31, 2012, for certain sales allowances and other adjustments that are paid to indirect customers.

Through its wholly owned subsidiary Mylan Pharmaceuticals Inc. (“MPI”), the Company has access to a $400 million accounts receivable securitization facility (the “Receivables Facility”). The receivables underlying any borrowings are included in accounts receivable, net, in the Condensed Consolidated Balance Sheets. There were $455.7 million of securitized accounts receivable at March 31, 2013.

3. Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued revised accounting guidance on the presentation of comprehensive income in the financial statements. The amended guidance requires an entity to report, in one place, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. Reclassifications must be disclosed if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. The guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the guidance for the three months ended March 31, 2013 by presenting additional disclosure in the notes to financial statements (see Note 11). The adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

7

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

In December 2011 and January 2013, the FASB issued revised accounting guidance for an entity with particular financial instruments and derivative instruments that offset in accordance with the FASB’s guidance regarding other presentation matters for derivatives and hedging. Under the amendments in this update, an entity with financial instruments that are offset in the financial statements or subject to enforceable master netting arrangements or similar agreements must disclose the gross amount recognized for the asset/liability, the offsetting amounts, the net amounts presented on the balance sheet and any amounts subject to enforceable master netting arrangements. The amended guidance is effective for fiscal years, including interim periods, beginning on or after January 1, 2013. Retroactive application is required. The Company adopted the guidance for the three months ended March 31, 2013, and the adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

4. Acquisitions and Collaborative Agreements

Pfizer Japan

On August 22, 2012, the Company and Pfizer Japan Inc. (“Pfizer Japan”) announced a definitive agreement to establish an exclusive long-term strategic collaboration to develop, manufacture, distribute and market generic drugs in Japan. Under the agreement, the Company and Pfizer Japan will continue to operate separate legal entities in Japan, but will collaborate on current and future generic products, sharing the costs and profits resulting from the collaboration. The Company’s responsibilities primarily consist of managing operations, including research and development and manufacturing. Pfizer Japan’s responsibilities under the agreement primarily consist of the commercialization of the combined generics portfolio and managing a combined marketing and sales effort. The collaboration became operational on January 1, 2013.

Biocon Insulin Products

On February 12, 2013, the Company entered into a definitive agreement with Biocon Limited (“Biocon”) for an exclusive strategic collaboration on the development and commercialization of generic versions of three insulin analog products. Under the terms of this collaboration, the Company will have the rights to develop and market a version of Glargine (the generic version of Sanofi’s Lantus®), Lispro (the generic version of Eli Lilly and Company’s Humalog®) and Aspart (the generic version of Novo Nordisk’s NovoLog®). The Company and Biocon will share development, capital and certain other costs to bring the products to market. Mylan will have exclusive commercialization rights in the U.S., Canada, Australia, New Zealand, the European Union and the European Free Trade Association countries through a profit-share arrangement with Biocon. The Company will also have co-exclusive commercialization rights with Biocon in certain other markets around the world. As part of the agreement, the Company made a licensing payment of $20 million to Biocon, which is included as a component of research and development expense for the three months endedMarch 31, 2013.

SMS Pharmaceuticals Ltd.

On February 14, 2013, the Company completed the acquisition of a manufacturing operation located in India from SMS Pharmaceuticals Ltd. (“SMS”) for approximately $32 million in cash. As part of the purchase price allocation, goodwill of approximately $10 million was recognized within the Generics segment. The impact on the Company’s results of operations since the acquisition date was not material.

Agila Specialties

On February 27, 2013, the Company announced that it had signed a definitive agreement to acquire the Agila Specialties business (“Agila Specialties”), a developer, manufacturer and marketer of high-quality generic injectable products, from Strides Arcolab Limited for approximately $1.6 billion in cash plus contingent payments of up to $250 million subject to certain conditions. The transaction will be funded through $1 billion in committed financing and the use of cash on hand and borrowings from the Company’s revolving credit facility. Upon completion of the acquisition, the Company will significantly expand and strengthen its injectable product portfolio and gain entry into new geographic markets, such as Brazil. The transaction is expected to close in the fourth quarter of 2013 and is subject to certain closing conditions and regulatory approvals.

8

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

5. Stock-Based Incentive Plan

Mylan’s shareholders have approved the 2003 Long-Term Incentive Plan (as amended, the “2003 Plan”). Under the 2003 Plan, 55,300,000 shares of common stock are reserved for issuance to key employees, consultants, independent contractors and non-employee directors of Mylan through a variety of incentive awards, including: stock options, stock appreciation rights, restricted shares and units, performance awards, other stock-based awards and short-term cash awards. Stock option awards are granted at the fair value of the shares underlying the options at the date of the grant, generally become exercisable over periods ranging from three to four years, and generally expire in ten years.

Upon approval of the 2003 Plan, no further grants of stock options have been made under any other plan. However, there are stock options outstanding from frozen or expired plans and other plans assumed through acquisitions.

The following table summarizes stock option activity:

	Number of Shares Under Option		Weighted Average Exercise Price per Share
Outstanding at December 31, 2012	16,616,617		$	19.54
Options granted	1,168,837		30.62
Options exercised	(1,607,628	)	17.86
Options forfeited	(188,576	)	22.13
Outstanding at March 31, 2013	15,989,250		$	20.49
Vested and expected to vest at March 31, 2013	15,084,161		$	20.35
Options exercisable at March 31, 2013	9,774,159		$	18.51

As of March 31, 2013, options outstanding, options vested and expected to vest, and options exercisable had average remaining contractual terms of 6.82 years, 6.73 years and 5.67 years, respectively. Also at March 31, 2013, options outstanding, options vested and expected to vest and options exercisable had aggregate intrinsic values of $137.3 million, $131.7 million and $102.1 million, respectively.

A summary of the status of the Company’s nonvested restricted stock and restricted stock unit awards, including performance based restricted stock, as of March 31, 2013 and the changes during the three months endedMarch 31, 2013 are presented below:

	Number of Restricted Stock Awards		Weighted  Average Grant-Date Fair Value per  Share
Nonvested at December 31, 2012	2,498,316		$	22.47
Granted	1,791,903		30.86
Released	(745,307	)	21.82
Forfeited	(58,564	)	23.03
Nonvested at March 31, 2013	3,486,348		$	26.92

As of March 31, 2013, the Company had $94.1 million of total unrecognized compensation expense, net of estimated forfeitures, related to all of its stock-based awards, which will be recognized over the remaining weighted average vesting period of 1.99 years. The total intrinsic value of stock-based awards exercised and restricted stock units converted during the three months endedMarch 31, 2013 and 2012 was $41.5 million and $28.1 million, respectively.

9

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

6. Balance Sheet Components

Selected balance sheet components consist of the following:

(In thousands)	March 31, 2013		December 31, 2012
Inventories:
Raw materials	$	507,519	$	455,958
Work in process	271,230		268,191
Finished goods	844,497		801,093
	$	1,623,246	$	1,525,242

Property, plant and equipment:
Land and improvements	$	77,100	$	73,857
Buildings and improvements	673,001		665,058
Machinery and equipment	1,526,695		1,436,904
Construction in progress	258,547		308,192
	2,535,343		2,484,011
Less accumulated depreciation	1,113,454		1,086,795
	$	1,421,889	$	1,397,216

Other current liabilities:
Legal and professional accruals, including litigation accruals	$	123,906	$	122,083
Payroll and employee benefit plan accruals	210,795		266,650
Accrued sales allowances	187,803		202,891
Accrued interest	55,268		72,590
Fair value of financial instruments	14,106		29,051
Other	313,741		290,281
	$	905,619	$	983,546

The value of contingent consideration included in other long-term obligations in the Condensed Consolidated Balance Sheets is $385.0 million and $379.2 million at March 31, 2013 and December 31, 2012, respectively. Included in prepaid expenses and other current assets is $54.5 million and $1.5 million of restricted cash at March 31, 2013 and December 31, 2012, respectively.

7. Earnings per Common Share Attributable to Mylan Inc.

Basic earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities or instruments, if the impact is dilutive.

On September 15, 2008, concurrent with the sale of $575 million aggregate principal amount of Cash Convertible Notes due 2015 (the “Cash Convertible Notes”), Mylan entered into a convertible note hedge and warrant transaction with certain counterparties. Pursuant to the warrant transactions, the Company sold to the counterparties warrants to purchase in the aggregate up to approximately 43.2 million shares of Mylan common stock, subject to certain anti-dilution provisions. In 2011, the Company entered into amendments with the counterparties to exchange the original warrants with an exercise price of $20.00 (the “Old Warrants”) with new warrants with an exercise price of $30.00 (the “New Warrants”). Approximately 41.0 million of the Old Warrants were exchanged in the transaction. Both the Old and New Warrants meet the definition of

10

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

derivatives under the FASB’s guidance regarding accounting for derivative instruments and hedging activities; however, because these instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification under the FASB’s guidance regarding contracts in an entity’s own equity, the warrants have been recorded in shareholders’ equity in the Condensed Consolidated Balance Sheets. The dilutive impact of the Old and New Warrants are included in the calculation of diluted earnings per share based upon the average market value of the Company’s common stock during the period as compared to the exercise price. For the three months endedMarch 31, 2013 and 2012, 0.7 million warrants and 0.2 million warrants, respectively, were included in the calculation of diluted earnings per share.

On February 27, 2013, the Board of Directors of the Company approved the repurchase of up to $500 million of the Company’s common stock in the open market. The repurchase program was completed during the first quarter of 2013 with approximately 16.3 million shares of common stock repurchased.

Basic and diluted earnings per common share attributable to Mylan Inc. are calculated as follows:

	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2013		2012
Basic earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	106,882	$	129,079
Shares (denominator):
Weighted average common shares outstanding	393,163		427,251
Basic earnings per common share attributable to Mylan Inc. common shareholders	$	0.27	$	0.30

Diluted earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	106,882	$	129,079
Shares (denominator):
Weighted average common shares outstanding	393,163		427,251
Stock-based awards and warrants	5,850		5,114
Total dilutive shares outstanding	399,013		432,365
Diluted earnings per common share attributable to Mylan Inc. common shareholders	$	0.27	$	0.30

Additional stock options and restricted stock awards were outstanding during the periods ended March 31, 2013 and 2012 but were not included in the computation of diluted earnings per share for each respective period, because the effect would be anti-dilutive. Such anti-dilutive stock options or restricted stock awards represented 2.3 million and 6.4 million shares for the three months endedMarch 31, 2013 and 2012, respectively.

11

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

8. Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three months endedMarch 31, 2013 are as follows:

(In thousands)	Generics Segment			Specialty Segment			Total
Balance at December 31, 2012:
Goodwill	$	3,194,148		$	706,507		$	3,900,655
Accumulated impairment losses	—			(385,000		)	(385,000		)
	3,194,148			321,507			3,515,655
Goodwill acquired (1)	10,213			—			10,213
Transfers (2)	(27,602		)	27,602			—
Foreign currency translation	(74,362		)	—			(74,362		)
	$	3,102,397		$	349,109		$	3,451,506
Balance at March 31, 2013:
Goodwill	$	3,102,397		$	734,109		$	3,836,506
Accumulated impairment losses	—			(385,000		)	(385,000		)
	$	3,102,397		$	349,109		$	3,451,506

____________

⁽¹⁾  See Note 4.

⁽²⁾  As a result of the January 1, 2013 reorganization of certain components between the Generics and Specialty segments, the Company was required to reassign a portion of the carrying amount of goodwill to the Specialty segment.

Intangible assets consist of the following components at March 31, 2013 and December 31, 2012:

(In thousands)	Weighted Average Life (Years)	Original Cost		Accumulated Amortization		Net Book Value
March 31, 2013
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	89,656	$	26,975
Product rights and licenses	10	3,411,312		1,794,267		1,617,045
Other (1)	8	106,701		58,309		48,392
		3,634,644		1,942,232		1,692,412
In-process research and development		413,028		—		413,028
		$	4,047,672	$	1,942,232	$	2,105,440
December 31, 2012
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	88,288	$	28,343
Product rights and licenses	10	3,459,980		1,749,424		1,710,556
Other (1)	8	111,033		51,384		59,649
		3,687,644		1,889,096		1,798,548
In-process research and development		425,909		—		425,909
		$	4,113,553	$	1,889,096	$	2,224,457

____________

⁽¹⁾  Other intangible assets consist principally of customer lists and contracts.

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MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Amortization expense, which is classified primarily within cost of sales in the Condensed Consolidated Statements of Operations, for the three months endedMarch 31, 2013 and 2012, was $91.5 million and $87.8 million, respectively. Amortization expense is expected to be approximately $260 million for the remainder of 2013 and $339 million, $317 million, $244 million and $199 million for the years ended December 31, 2014 through 2017, respectively.

Indefinite-lived intangible assets, such as the Company’s in-process research and development (“IPR&D”) assets, are tested at least annually for impairment, but may be tested whenever certain impairment indicators are present. Impairment is determined to exist when the fair value is less than the carrying value of the assets being tested. During the three months endedMarch 31, 2013, the Company recognized IPR&D impairment charges of $5.1 million, which were recorded as a component of amortization expense.

During the three months endedMarch 31, 2013 and 2012, approximately $6.5 million and $33.0 million, respectively, were reclassified from acquired IPR&D to product rights and licenses.

9. Financial Instruments and Risk Management

Financial Risks

Mylan is exposed to certain financial risks relating to its ongoing business operations. The primary financial risks that are managed by using derivative instruments are foreign currency risk, interest rate risk and equity risk.

In order to manage foreign currency risk, Mylan enters into foreign exchange forward contracts to mitigate risk associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities. The foreign exchange forward contracts are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the Condensed Consolidated Statements of Operations.

The Company has also entered into forward contracts to hedge forecasted foreign currency denominated sales from certain international subsidiaries. These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any changes in fair value are included in earnings or deferred through accumulated other comprehensive earnings (“AOCE”), depending on the nature and effectiveness of the offset.

The Company enters into interest rate swaps in order to manage interest rate risk associated with the Company’s fixed and floating-rate debt. These derivative instruments are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. The Company’s interest rate swaps designated as cash flow hedges fix the interest rate on a portion of the Company’s variable-rate debt. Any changes in fair value are included in earnings or deferred through AOCE, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the Condensed Consolidated Statements of Operations. As of March 31, 2013 and December 31, 2012, the total notional amount of the Company’s interest rate swaps on floating-rate debt was $850 million. A total of $750 million of the Company’s floating rate debt interest rate swaps have been extended through additional forward-starting swaps.

During the first quarter of 2013, the Company entered into a series of forward starting swaps to hedge against changes in interest rates that could impact the Company’s expected future financing of the acquisition of Agila Specialties. These swaps are designated as cash flow hedges of expected future issuances of long-term bonds. The Company executed $1.07 billion of notional value swaps with an effective date in September 2013. The swaps have maturities ranging from five years to 30 years.

In April 2013, the Company entered into a series of forward starting swaps to hedge against changes in interest rates that could impact future debt issuances. These swaps are designated as cash flow hedges of expected future issuances of long-term bonds. The Company executed $1.80 billion of notional value swaps with effective dates ranging from December 2014 to August 2015. These swaps have maturities of ten years.

The Company’s interest rate swaps designated as fair value hedges convert the fixed rate on a portion of the Company’s fixed rate 6.0% Senior Notes due 2018 to a variable rate. These interest rate swaps designated as fair value hedges are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Any changes in the fair value of these derivative instruments, as well as the offsetting change in fair value of the portion of the fixed-rate debt being hedged, is included in interest expense. As of March 31, 2013 and December 31, 2012, the total notional amount of the Company’s interest rate swaps on fixed-rate debt was $500 million.

Certain derivative instrument contracts entered into by the Company are governed by Master Agreements, which contain credit-risk-related contingent features that would allow the counterparties to terminate the contracts early and request immediate payment should the Company trigger an event of default on other specified borrowings. The aggregate fair value of all such contracts, which are in a net asset position at March 31, 2013, is $26.8 million. The Company is not subject to any obligations to post collateral under derivative instrument contracts.

The Company maintains significant credit exposure arising from the convertible note hedge on its Cash Convertible Notes. Holders may convert their Cash Convertible Notes subject to certain conversion provisions determined by a) the market price of the Company’s common stock, b) specified distributions to common shareholders, c) a fundamental change, as defined in the purchase agreement, or d) certain time periods specified in the purchase agreement. The conversion feature can only be settled in cash and, therefore, it is bifurcated from the Cash Convertible Notes and treated as a separate derivative instrument. In order to offset the cash flow risk associated with the cash conversion feature, the Company entered into a convertible note hedge with certain counterparties. Both the cash conversion feature and the purchased convertible note hedge are measured at fair value with gains and losses recorded in the Company’s Condensed Consolidated Statements of Operations. Also, in conjunction with the issuance of the Cash Convertible Notes, the Company entered into several warrant transactions with certain counterparties. The warrants meet the definition of derivatives; however, because these instruments have been determined to be indexed to the Company’s own stock, and have been recorded in shareholders’ equity in the Company’s Condensed Consolidated Balance Sheets, the instruments are exempt from the scope of the FASB’s guidance regarding accounting for derivative instruments and hedging activities and are not subject to the fair value provisions set forth therein.

At March 31, 2013, the convertible note hedge had a total fair value of $691.6 million, which reflects the maximum loss that would be incurred should the parties fail to perform according to the terms of the contract. The counterparties are highly rated diversified financial institutions with both commercial and investment banking operations. The counterparties are required to post collateral against this obligation should they be downgraded below thresholds specified in the contract. Eligible collateral is comprised of a wide range of financial securities with a valuation discount percentage reflecting the associated risk.

The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant loss from failure of any counterparties to perform under any agreements.

The Company records all derivative instruments on a gross basis in the Condensed Consolidated Balance Sheets. Accordingly, there are no offsetting amounts that net assets against liabilities. The asset and liability balances presented in the tables below reflect the gross amounts of derivatives recorded in the Company’s Condensed Consolidated Financial Statements.

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MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Fair Values of Derivative Instruments

Derivatives Designated as Hedging Instruments

	Asset Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Prepaid expenses and other current assets	$	35,026	Prepaid expenses and other current assets	$	36,647
Foreign currency forward contracts	Prepaid expenses and other current assets	3,900		Prepaid expenses and other current assets	—
Total		$	38,926		$	36,647

	Liability Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Other current liabilities	$	8,203	Other current liabilities	$	9,823
Foreign currency forward contracts	Other current liabilities	—		Other current liabilities	15,863
Total		$	8,203		$	25,686

Fair Values of Derivative Instruments

Derivatives Not Designated as Hedging Instruments

	Asset Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$	3,193	Prepaid expenses and other current assets	$	5,818
Purchased cash convertible note hedge	Other assets	691,600		Other assets	636,300
Total		$	694,793		$	642,118

	Liability Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Other current liabilities	$	5,903	Other current liabilities	$	3,365
Cash conversion feature of Cash Convertible Notes	Long-term debt	691,600		Long-term debt	636,300
Total		$	697,503		$	639,665

15

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives in Fair Value Hedging Relationships

	Location of Gain or (Loss) Recognized in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
(In thousands)		Three Months Ended
		March 31,
		2013			2012
Interest rate swaps	Interest expense	$	(1,800	)	$	11,896
Total		$	(1,800	)	$	11,896

	Location of Gain or(Loss)  Recognized in Earnings on Hedged Items	Amount of Gain or (Loss) Recognized in Earnings on Hedging Items
(In thousands)		Three Months Ended
		March 31,
		2013		2012
2018 Senior Notes	Interest expense	$	5,309	$	(8,825	)
Total		$	5,309	$	(8,825	)

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives in Cash Flow Hedging Relationships

	Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)
	Three Months Ended
	March 31,
(In thousands)	2013		2012
Foreign currency forward contracts	$	4,737	$	11,461
Interest rate swaps	4,708		(1,324		)
Total	$	9,445	$	10,137

	Location of Loss Reclassified from AOCE into Earnings (Effective Portion)	Amount of Loss Reclassified from AOCE into Earnings (Effective Portion)
		Three Months Ended
		March 31,
(In thousands)		2013			2012
Foreign currency forward contracts	Net revenues	$	(9,104	)	$	(5,255	)
Interest rate swaps	Interest expense	(712		)	(374		)
Total		$	(9,816	)	$	(5,629	)

	Location of Gain Excluded from the Assessment of Hedge Effectiveness	Amount of Gain Excluded from the Assessment of Hedge Effectiveness
		Three Months Ended
		March 31,
(In thousands)		2013		2012
Foreign currency forward contracts	Other income (expense), net	$	8,108	$	5,711
Total		$	8,108	$	5,711

16

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

At March 31, 2013, the Company expects that approximately $18.4 million of pre-tax net losses on cash flow hedges will be reclassified from AOCE into earnings during the next 12 months.

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives Not Designated as Hedging Instruments

	Location of Gain or (Loss) Recognized  in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
		Three Months Ended
		March 31,
(In thousands)		2013			2012
Foreign currency forward contracts	Other income (expense), net	$	(11,231	)	$	5,255
Cash conversion feature of Cash Convertible Notes	Other income (expense), net	(55,300		)	(51,600		)
Purchased cash convertible note hedge	Other income (expense), net	55,300			51,600
Total		$	(11,231	)	$	5,255

Fair Value Measurement

Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

• Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

• Level 2: Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.

• Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value.

17

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above:

	March 31, 2013
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	62,194	$	—	$	—	$	62,194
Total cash equivalents	62,194		—		—		62,194
Trading securities:
Equity securities — exchange traded funds	11,715		—		—		11,715
Total trading securities	11,715		—		—		11,715
Available-for-sale fixed income investments:
U.S. Treasuries	—		11,148		—		11,148
Corporate bonds	—		7,889		—		7,889
Agency mortgage-backed securities	—		937		—		937
Other	—		2,476		—		2,476
Total available-for-sale fixed income investments	—		22,450		—		22,450
Available-for-sale equity securities:
Biosciences industry	83		—		—		83
Total available-for-sale equity securities	83		—		—		83
Foreign exchange derivative assets	—		7,093		—		7,093
Interest rate swap derivative assets	—		35,026		—		35,026
Purchased cash convertible note hedge	—		691,600		—		691,600
Total assets at fair value	$	73,992	$	756,169	$	—	$	830,161
Financial Liabilities
Foreign exchange derivative liabilities	$	—	$	5,903	$	—	$	5,903
Interest rate swap derivative liabilities	—		8,203		—		8,203
Cash conversion feature of Cash Convertible Notes	—		691,600		—		691,600
Contingent consideration	—		—		385,021		385,021
Total liabilities at fair value	$	—	$	705,706	$	385,021	$	1,090,727

18

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

	December 31, 2012
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	135,209	$	—	$	—	$	135,209
Total cash equivalents	135,209		—		—		135,209
Trading securities:
Equity securities — exchange traded funds	10,913		—		—		10,913
Total trading securities	10,913		—		—		10,913
Available-for-sale fixed income investments:
U.S. Treasuries	—		11,085		—		11,085
Corporate bonds	—		8,189		—		8,189
Agency mortgage-backed securities	—		1,050		—		1,050
Other	—		2,502		—		2,502
Total available-for-sale fixed income investments	—		22,826		—		22,826
Available-for-sale equity securities:
Biosciences industry	102		—		—		102
Total available-for-sale equity securities	102		—		—		102
Foreign exchange derivative assets	—		5,818		—		5,818
Interest rate swap derivative assets	—		36,647		—		36,647
Purchased cash convertible note hedge	—		636,300		—		636,300
Total assets at fair value	$	146,224	$	701,591	$	—	$	847,815
Financial Liabilities
Foreign exchange derivative liabilities	$	—	$	19,228	$	—	$	19,228
Interest rate swap derivative liabilities	—		9,823		—		9,823
Cash conversion feature of Cash Convertible Notes	—		636,300		—		636,300
Contingent consideration	—		—		379,197		379,197
Total liabilities at fair value	$	—	$	665,351	$	379,197	$	1,044,548

For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including the LIBOR yield curve, foreign exchange forward prices, and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities:

• Cash equivalents — valued at observable net asset value prices.

• Trading securities — valued at the active quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.

• Available-for-sale fixed income investments — valued at the quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.

• Available-for-sale equity securities — valued using quoted stock prices from the London Exchange at the reporting date and translated to U.S. Dollars at prevailing spot exchange rates.

• Interest rate swap derivative assets and liabilities — valued using the LIBOR/EURIBOR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades during the three months endedMarch 31, 2013 that would reduce the receivable amount owed, if any, to the Company.

19

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

• Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades during the three months endedMarch 31, 2013 that would reduce the receivable amount owed, if any, to the Company.

• Cash conversion feature of cash convertible notes and purchased convertible note hedge — valued using quoted prices for the Company’s cash convertible notes, its implied volatility and the quoted yield on the Company’s other long-term debt at the reporting date. Counterparties to the purchased convertible note hedge are highly rated financial institutions, none of which experienced any significant downgrades during the three months endedMarch 31, 2013 that would reduce the receivable amount owed, if any, to the Company.

The fair value measurement of contingent consideration is determined using Level 3 inputs. The Company’s contingent consideration represents a component of the total purchase consideration for the respiratory delivery platform and certain other acquisitions. The measurement is calculated using unobservable inputs based on the Company’s own assumptions. Significant unobservable inputs in the valuation include the probability and timing of future development and commercial milestones and future profit sharing payments. A discounted cash flow method was used to value contingent consideration at March 31, 2013 and December 31, 2012, which was calculated as the present value of the estimated future net cash flows using a market rate of return. Discount rates ranging from 2.2% to 10.3% were utilized in the valuation. Significant changes in unobservable inputs could result in material changes to the contingent consideration liability. During the three months endedMarch 31, 2013, accretion of $7.7 million was recorded in interest expense, and the Company also recorded a fair value adjustment to decrease the liability of approximately $1.9 million.

Although the Company has not elected the fair value option for financial assets and liabilities, any future transacted financial asset or liability will be evaluated for the fair value election.

10. Debt

Senior Bridge Term Loan Commitment

In connection with the Company’s execution of an agreement to acquire Agila Specialties (“the Transaction”), in February 2013 the Company obtained a commitment letter from Morgan Stanley Senior Funding, Inc. for a new $1 billion senior unsecured bridge term loan in connection with the Transaction, which together with internal sources, including available cash and existing lines of credit, is expected to be sufficient to finance the Transaction. The bridge term loan will be guaranteed by various subsidiaries of the Company and is subject to the negotiation of mutually acceptable definitive documentation, which will include customary representations and warranties, affirmative and negative covenants and events of default. Additionally, the lenders’ obligation to provide the bridge term loan is subject to the satisfaction of specified conditions, including consummation of the Transaction in accordance with the terms of the Sale and Purchase Agreements (the “SPAs”), the accuracy of specified representations, the absence of specified defaults, the delivery of a certificate on behalf of the Company with respect to the solvency (on a consolidated basis) of the Company and its subsidiaries, taken as a whole, immediately after the consummation of the transactions contemplated by the SPAs, and other customary conditions.

The Receivables Facility

The Company has a $400 million accounts receivable securitization facility (“Receivables Facility”), which will expire in February 2015. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. A commitment fee of 35 basis points, on an annual basis, is paid to maintain the availability under the Receivables Facility.

The Receivables Facility contains requirements relating to the performance of the accounts receivable and covenants relating to the Company. If the Company does not comply with these covenants, the Company’s ability to use the Receivables Facility may be suspended and repayment of any outstanding balances under the Receivables Facility may be required. At March 31, 2013 and December 31, 2012, the Company was in compliance with all covenants. As of March 31, 2013 and December 31, 2012, respectively, the Condensed Consolidated Balance Sheets include $455.7 million and $556.5 million of accounts receivable balances sold to Mylan Securitization LLC, a wholly owned bankruptcy remote subsidiary. Also included in the Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012, respectively, are $300 million and

20

MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

$180 million of short-term borrowings, which are recorded as a secured loan. The interest rate on borrowings under the Receivables Facility was approximately 0.97% at March 31, 2013.

Long-Term Debt

A summary of long-term debt is as follows:

(In thousands)	March 31, 2013		December 31, 2012
U.S. Term Loans	$	1,132,813	$	1,156,250
Revolving Facility	310,000		—
2017 Senior Notes	550,000		550,000
2018 Senior Notes	822,008		826,974
2020 Senior Notes	1,013,038		1,013,372
2023 Senior Notes	748,484		748,452
Cash Convertible Notes	1,197,241		1,136,768
Other	132		132
	5,773,716		5,431,948
Less: Current portion	101,574		94,752
Total long-term debt	$	5,672,142	$	5,337,196

Senior Credit Facilities

In November 2011, the Company entered into a Senior Credit Agreement with a syndication of banks, which provided $1.25 billion in U.S. Term Loans (the “U.S. Term Loans”) and contains a $1.25 billion revolving facility (the “Revolving Facility,” and together with the U.S. Term Loans, the “Senior Credit Facilities”). Amortization payments due in the first quarter of 2013 on the U.S. Term Loans were paid in March 2013, in the amount of $23.4 million. At March 31, 2013, the Company had $310 million outstanding under the Revolving Facility. The interest rate on the Revolving Facility at March 31, 2013 was 1.60%.

Cash Convertible Notes

At March 31, 2013, the $1.20 billion outstanding consists of $505.6 million of Cash Convertible Notes debt ($574 million face amount, net of $68.4 million discount) and the bifurcated conversion feature with a fair value of $691.6 million recorded as a liability within long-term debt in the Condensed Consolidated Balance Sheets at March 31, 2013. The Cash Convertible Notes will mature on September 15, 2015, subject to earlier repurchase or conversion. Holders may convert their notes subject to certain conversion provisions determined by the market price of the Company’s common stock, specified distributions to common shareholders, a fundamental change, and certain time periods specified in the purchase agreement. Additionally, the Company has purchased call options, which are recorded as assets at their fair value of $691.6 million within other assets in the Condensed Consolidated Balance Sheets at March 31, 2013. At December 31, 2012, the $1.14 billion outstanding consists of $500.5 million of debt ($575 million face amount, net of $74.5 million discount) and the bifurcated conversion feature with a fair value of $636.3 million recorded as a liability within other long-term obligations in the Condensed Consolidated Balance Sheets. The purchased call options are assets recorded at their fair value of $636.3 million within other assets in the Condensed Consolidated Balance Sheets at December 31, 2012.

As of March 31, 2013, because the closing price of Mylan’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day in the March 31, 2013 period, was more than 130% of the applicable conversion reference price of $13.32 at March 31, 2013, the $574 million of Cash Convertible Notes was currently convertible. Although de minimis conversions have been requested, the Company’s experience is that convertible debentures are not normally converted by investors until close to their maturity date. Upon an investor’s election to convert, the Company is required to pay the full conversion value in cash. Should holders elect to convert, the Company intends to draw on its revolving credit facility to fund any principal payments. The amount payable per $1,000 notional bond would be calculated as the product of (1) the conversion reference rate (currently 75.0751) and (2) the average Daily Volume Weighted Average Price per share of

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MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

common stock for a specified period following the conversion date. Any payment above the principal amount is matched by a convertible note hedge.

Senior Notes

The Company has entered into interest rate swaps that convert $500 million of 2018 Senior Notes principal debt to a variable rate. The variable rate was 3.25% at March 31, 2013. At March 31, 2013, the $822.0 million of 2018 Senior Notes debt is net of a $9.3 million discount and includes a fair value adjustment of $31.3 million associated with the interest rate swaps. At December 31, 2012, the $827.0 million of debt is net of a $9.7 million discount and includes a fair value adjustment of $36.6 million.

At March 31, 2013 and December 31, 2012, the $1.01 billion of 2020 Senior Notes debt includes a premium of $13.0 million and $13.4 million, respectively.

At March 31, 2013 and December 31, 2012, the $748.5 million of 2023 Senior Notes includes a $1.5 million discount.

Details of the interest rates in effect at March 31, 2013 and December 31, 2012 on the outstanding borrowings under the U.S. Term Loans are in the table below:

	March 31, 2013					December 31, 2012
(In thousands, except basis and rate amounts)	Outstanding		Basis	Rate		Outstanding		Basis	Rate
U.S. Term Loans:
Swapped to Fixed Rate — January 2014	$	500,000	Fixed	2.35	%	$	500,000	Fixed	2.35	%
Swapped to Fixed Rate — March 2014	350,000		Fixed	2.20	%	350,000		Fixed	2.20	%
Floating Rate	282,813		LIBOR + 1.75%	1.95	%	306,250		LIBOR + 1.75%	1.96	%
Total U.S. Term Loans	$	1,132,813				$	1,156,250

Fair Value

At March 31, 2013 and December 31, 2012, the fair value of the Senior Notes was approximately $3.40 billion and $3.43 billion, respectively. At March 31, 2013 and December 31, 2012, the fair value of the Cash Convertible Notes was approximately $1.27 billion and $1.22 billion, respectively. The fair values of the Senior Notes and Cash Convertible Notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy. Based on quoted market rates of interest and maturity schedules for similar debt issues, the fair values of the U.S. Term Loans and Revolving Facility, determined based on Level 2 inputs, approximate their carrying values at March 31, 2013 and December 31, 2012.

Mandatory minimum repayments remaining on the outstanding borrowings under the term loans and notes at March 31, 2013, excluding the discounts, premium and conversion features, are as follows for each of the periods ending December 31:

(In thousands)	U.S. Term Loans		Cash Convertible Notes		2017 Senior Notes		2018 Senior Notes		2020 Senior Notes		2023 Senior Notes		Revolving Facility		Total
2013	$	70,313	$	11	$	—	$	—	$	—	$	—	$	—	$	70,324
2014	125,000		—		—		—		—		—		—		125,000
2015	187,500		573,985		—		—		—		—		—		761,485
2016	750,000		—		—		—		—		—		310,000		1,060,000
2017	—		—		550,000		—		—		—		—		550,000
Thereafter	—		—		—		800,000		1,000,000		750,000		—		2,550,000
Total	$	1,132,813	$	573,996	$	550,000	$	800,000	$	1,000,000	$	750,000	$	310,000	$	5,116,809

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

11. Comprehensive Earnings

Accumulated other comprehensive loss, as reflected on the Condensed Consolidated Balance Sheets, is comprised of the following:

(In thousands)	March 31, 2013			December 31, 2012
Accumulated other comprehensive loss:
Net unrealized gains on marketable securities, net of tax	$	843		$	1,033
Net unrecognized losses and prior service costs related to defined benefit plans, net of tax	(13,717		)	(13,890		)
Net unrecognized losses on derivatives, net of tax	(12,272		)	(30,820		)
Foreign currency translation adjustment	(183,256		)	(42,821		)
	$	(208,402	)	$	(86,498	)

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Components of accumulated other comprehensive loss consist of the following, for the three months endedMarch 31, 2013:

(In thousands)	Three Months Ended March 31, 2013
	Gains and Losses on Derivatives in Cash Flow Hedging Relationships							Gains and Losses on Marketable Securities			Defined Benefit Plan Items			Foreign Currency Translation Adjustment			Totals
	Foreign currency forward contracts		Interest rate swaps		Total
Balance at December 31, 2012, net of tax					$	(30,820	)	$	1,033		$	(13,890	)	$	(42,821	)	$	(86,498	)
Other comprehensive earnings (loss) before reclassifications, before tax					15,982			(267		)	—			(140,435		)	(124,720		)
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
Gain (loss) on foreign exchange forward contracts classified as cash flow hedges, included in net revenues	(9,104	)			(9,104		)										(9,104		)
Gain (loss) on interest rate swaps classified as cash flow hedges, included in interest expense			(712	)	(712		)										(712		)
Realized gain (loss) on sale of marketable securities, included in other income (expense), net								25									25
Amortization of actuarial gain (loss) included in selling, general and administrative expenses											(277		)				(277		)
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax					(9,816		)	25			(277		)	—			(10,068		)
Net other comprehensive earnings (loss), before tax					25,798			(292		)	277			(140,435		)	(114,652		)
Income tax related to items of other comprehensive (loss) earnings					(7,250		)	102			(104		)	—			(7,252		)
Balance at March 31, 2013, net of tax					$	(12,272	)	$	843		$	(13,717	)	$	(183,256	)	$	(208,402	)

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Components of other comprehensive (loss) earnings, before tax, consist of the following, for the three months endedMarch 31, 2012:

	Three Months Ended
(In thousands)	March 31, 2012
Defined benefit plans:
Unrecognized gain (loss) and prior service cost arising during the period	$	—
Less: Amortization of actuarial gain included in net earnings	10
Net change in unrecognized losses and prior service cost related to defined benefit plans	$	(10	)
Derivatives in cash flow hedging relationships:
Amount of gain recognized in AOCE on derivatives (effective portion)	$	17,017
Less: Reclassification of loss from AOCE into earnings (effective portion)	(5,629		)
Net unrecognized gain on derivatives	$	22,646
Net unrealized loss on marketable securities:
Unrealized loss on marketable securities	$	(143	)
Less: Reclassification for gain included in net earnings	25
Net unrealized loss on marketable securities	$	(168	)

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

12. Shareholder’s Equity

A summary of the change in shareholders’ equity for the three months endedMarch 31, 2013 and 2012 is as follows:

(In thousands)	Total Mylan Inc. Shareholders' Equity			Noncontrolling Interest			Total
December 31, 2012	$	3,340,718		$	15,110		$	3,355,828
Net earnings	106,882			662			107,544
Other comprehensive loss, net of tax	(121,904		)	—			(121,904		)
Common stock share repurchase	(500,000		)	—			(500,000		)
Stock option activity	28,060			—			28,060
Stock compensation expense	12,129			—			12,129
Issuance of restricted stock, net of shares withheld	(7,301		)	—			(7,301		)
Tax benefit of stock option plans	12,892			—			12,892
Other	—			(56		)	(56		)
March 31, 2013	$	2,871,476		$	15,716		$	2,887,192

December 31, 2011	$	3,491,775		$	13,007		$	3,504,782
Net earnings	129,079			391			129,470
Other comprehensive earnings. net of tax	116,716			—			116,716
Stock option activity	17,182			—			17,182
Stock compensation expense	12,303			—			12,303
Issuance of restricted stock, net of shares withheld	(4,983		)	—			(4,983		)
Purchase of subsidiary shares from noncontrolling interest	(9		)	(25		)	(34		)
Tax benefit of stock option plans	3,796			—			3,796
Other	—			166			166
March 31, 2012	$	3,765,859		$	13,539		$	3,779,398

13. Segment Information

Mylan has two segments, “Generics” and “Specialty.” The Generics segment primarily develops, manufactures, sells and distributes generic or branded generic pharmaceutical products in tablet, capsule, injectable or transdermal patch form, as well as active pharmaceutical ingredients (“API”). The Specialty segment engages mainly in the development, manufacture and sale of branded specialty nebulized and injectable products. Beginning with the first quarter of 2013, the Company reorganized the components of its Generics and Specialty segments as a result of a change in the way the Chief Executive Officer, who is the chief operating decision maker, evaluates the performance of operations, develops strategy and allocates capital resources. As required by the applicable accounting standards, financial statements issued subsequent to this segment reporting change are required to reflect modifications to the reportable segment information resulting from the revision, including reclassifications of all comparative segment information. Accordingly, the results presented below reflect the change in segment reporting for all periods presented. There is no change to the Company’s previously reported consolidated net operating results, financial position or cash flows.

The Company’s chief operating decision maker evaluates the performance of its segments based on total revenues and segment profitability. Segment profitability represents segment gross profit less direct research and development expenses and direct selling, general and administrative expenses. Certain general and administrative and research and development expenses not allocated to the segments, net charges for litigation settlements, impairment charges and other expenses not directly attributable to the segments, are reported in Corporate/Other. Additionally, amortization of intangible assets and other purchase accounting related items, as well as any other significant special items, are included in Corporate/Other. Items below the earnings from operations line on the Company’s Condensed Consolidated Statements of Operations are not presented by segment, since they are excluded from the measure of segment profitability. The Company does not report depreciation

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

expense, total assets and capital expenditures by segment, as such information is not used by the chief operating decision maker.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Intersegment revenues are accounted for at current market values and are eliminated at the consolidated level.

Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.

(In thousands)	Generics Segment		Specialty Segment		Corporate / Other(1)			Consolidated
Three Months Ended March 31, 2013
Total revenues
Third party	$	1,412,816	$	218,674	$	—		$	1,631,490
Intersegment	629		7,928		(8,557		)	—
Total	$	1,413,445	$	226,602	$	(8,557	)	$	1,631,490
Segment profitability	$	392,060	$	89,807	$	(268,020	)	$	213,847

Three Months Ended March 31, 2012
Total revenues
Third party	$	1,412,475	$	171,180	$	—		$	1,583,655
Intersegment	355		14,578		(14,933		)	—
Total	$	1,412,830	$	185,758	$	(14,933	)	$	1,583,655
Segment profitability	$	411,664	$	60,458	$	(221,584	)	$	250,538

____________

⁽¹⁾  Includes certain corporate general and administrative and research and development expenses; net charges for litigation settlements; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments.

14. Contingencies

Legal Proceedings

The Company is involved in various disputes, governmental and/or regulatory inquiries and proceedings and litigation matters that arise from time to time, some of which are described below. The Company is also party to certain litigation matters for which Merck KGaA has agreed to indemnify the Company, pursuant to the agreement by which Mylan acquired the former Merck Generics business.

While the Company believes that it has meritorious defenses with respect to the claims asserted against it and intends to vigorously defend its position, the process of resolving matters through litigation or other means is inherently uncertain, and it is not possible to predict the ultimate resolution of any such proceeding. It is possible that an unfavorable resolution of any of the matters described below, or the inability or denial of Merck KGaA, another indemnitor or insurer to pay an indemnified claim, could have a material effect on the Company’s financial position, results of operations and cash flows. Unless otherwise disclosed below, the Company is unable to predict the outcome of the respective litigation or to provide an estimate of the range of reasonably possible losses. Legal costs are recorded as incurred and are classified in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Lorazepam and Clorazepate

On June 1, 2005, a jury verdict was rendered against Mylan, MPI, and co-defendants Cambrex Corporation and Gyma Laboratories in the U.S. District Court for the District of Columbia in the amount of approximately $12.0 million, which has been accrued for by the Company. The jury found that Mylan and its co-defendants willfully violated Massachusetts, Minnesota and Illinois state antitrust laws in connection with API supply agreements entered into between the Company and its API supplier (Cambrex) and broker (Gyma) for two drugs, Lorazepam and Clorazepate, in 1997, and subsequent price increases on these drugs in 1998. The case was brought by four health insurers who opted out of earlier class action settlements agreed to by the Company in 2001 and represents the last remaining antitrust claims relating to Mylan’s 1998 price increases for Lorazepam and Clorazepate. On December 20, 2006, the Company’s motion for judgment as a matter of law and motion for a new trial were denied and the remaining motions were denied on January 24, 2008. In post-trial filings, the plaintiffs requested that the verdict be trebled and that request was granted on January 24, 2008. On February 6, 2008, a judgment was issued against Mylan and its co-defendants in the total amount of approximately $69.0 million, which, in the case of three of the plaintiffs, reflects trebling of the compensatory damages in the original verdict (approximately $11.0 million in total) and, in the case of the fourth plaintiff, reflects their amount of the compensatory damages in the original jury verdict plus doubling this compensatory damage award as punitive damages assessed against each of the defendants (approximately $58.0 million in total), some or all of which may be subject to indemnification obligations by Mylan. Plaintiffs are also seeking an award of attorneys’ fees and litigation costs in unspecified amounts and prejudgment interest of approximately $8.0 million. The Company and its co-defendants appealed to the U.S. Court of Appeals for the D.C. Circuit and have challenged the verdict as legally erroneous on multiple grounds. The appeals were held in abeyance pending a ruling on the motion for prejudgment interest, which has been granted. Mylan has contested this ruling along with the liability finding and other damages awards as part of its appeal, which was filed in the Court of Appeals for the D.C. Circuit. On January 18, 2011, the Court of Appeals issued a judgment remanding the case to the District Court for further proceedings based on lack of diversity with respect to certain plaintiffs. On June 13, 2011, Mylan filed a certiorari petition with the U.S. Supreme Court requesting review of the judgment of the D.C. Circuit. On October 3, 2011, the certiorari petition was denied. The case is now proceeding before the District Court. On January 14, 2013, following limited court-ordered jurisdictional discovery, the plaintiffs filed a fourth amended complaint containing additional factual averments with respect to the diversity of citizenship of the parties, along with a motion to voluntarily dismiss 755 (of 1,387) self-funded customers whose presence would destroy the District Court’s diversity jurisdiction. Plaintiffs also moved for a remittitur (reduction) of approximately $8.1 million from the full damages award. Mylan’s brief in response to the new factual averments in the complaint was filed on February 13, 2013. In addition to disputing the sufficiency of many of the plaintiffs’ jurisdictional averments, Mylan argued that the case should be dismissed in its entirety, or that alternatively all of the self-funded customer claims should be dismissed. Mylan also argued for additional discovery and a new trial on damages. Briefing on these issues is complete, and a decision is pending.

In connection with the Company’s appeal of the judgment, the Company submitted a surety bond underwritten by a third-party insurance company in the amount of $74.5 million in February 2008. On May 30, 2012, the District Court ordered the amount of the surety bond reduced to $66.6 million.

Pricing and Medicaid Litigation

Beginning in September 2003, Mylan, MPI and/or Mylan Institutional Inc. (formerly known as UDL Laboratories, Inc. and hereafter “MII”), a wholly owned subsidiary of the Company, together with many other pharmaceutical companies, have been named in civil lawsuits filed by state attorneys general (“AGs”) and municipal bodies within the state of New York alleging generally that the defendants defrauded the state Medicaid systems by allegedly reporting “Average Wholesale Prices” and/or “Wholesale Acquisition Costs” that exceeded the actual selling price of the defendants’ prescription drugs, causing state programs to overpay pharmacies and other providers. To date, Mylan, MPI and/or MII have been named as defendants in substantially similar civil lawsuits filed by the AGs of Alabama, Alaska, California, Florida, Hawaii, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, Missouri, Oklahoma, South Carolina, Texas, Utah and Wisconsin, and also by the city of New York and approximately 40 counties across New York State. Several of these cases have been transferred to the AWP multi-district litigation proceedings pending in the U.S. District Court for the District of Massachusetts for pretrial proceedings. Other cases will likely be litigated in the state courts in which they were filed. Each of the cases seeks money damages, civil penalties and/or double, treble or punitive damages, counsel fees and costs, equitable relief and/or injunctive relief. Mylan and its subsidiaries have denied liability and are defending the remaining actions vigorously.

In May 2008, an amended complaint was filed in the U.S. District Court for the District of Massachusetts by a private plaintiff on behalf of the United States of America against Mylan, MPI, MII and several other generic manufacturers. The original complaint was filed under seal in April 2000, and Mylan, MPI and MII were added as parties in February 2001. The

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MYLAN INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

claims against Mylan, MPI, MII and the other generic manufacturers were severed from the April 2000 complaint (which remains under seal) as a result of the federal government’s decision not to intervene in the action as to those defendants. The complaint alleged violations of the False Claims Act and set forth allegations substantially similar to those alleged in the state AG cases mentioned in the preceding paragraph and purported to seek nationwide recovery of any and all alleged overpayment of the “federal share” under the Medicaid program, as well as treble damages and civil penalties. In December 2010, the Company completed a settlement of this case (except for the claims related to the California federal share) and the Texas state action mentioned above. This settlement resolved a significant portion of the damages claims asserted against Mylan, MPI and MII in the various pending pricing litigations. In addition, Mylan has reached settlements of the Alabama, Alaska, California (including the “federal share”), Florida, Hawaii, Idaho, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, New York state and county, Oklahoma. South Carolina, and Utah state actions. The Company has also reached an agreement in principle to settle the Missouri action, which is contingent upon the execution of definitive settlement documents. With regard to the remaining state actions, the Company continues to believe that it has meritorious defenses and is vigorously defending itself in those actions. The Company had accrued approximately $50.0 million at December 31, 2012. As there were no settlement payments and no additional accruals during the three months endedMarch 31, 2013, the Company has a remaining accrual of approximately $50.0 million at March 31, 2013. The Company reviews the status of these actions on an ongoing basis, and from time to time, the Company may settle or otherwise resolve these matters on terms and conditions that management believes are in the best interests of the Company. There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed amounts that may be provided for. However, the range of reasonably possible loss above the amount provided for cannot be estimated.

Dey (now known as Mylan Specialty L.P. and hereafter “Mylan Specialty”), a wholly owned subsidiary of the Company, was named as a defendant in several class actions brought by consumers and third-party payors. Mylan Specialty has reached a settlement of these class actions, which has been approved by the court and all claims have been dismissed. Additionally, a complaint was filed under seal by a plaintiff on behalf of the United States of America against Dey in August 1997. In August 2006, the Government filed its complaint-in-intervention and the case was unsealed in September 2006. The Government asserted that Mylan Specialty was jointly liable with a codefendant and sought recovery of alleged overpayments, together with treble damages, civil penalties and equitable relief. Mylan Specialty completed a settlement of this action in December 2010. These cases all have generally alleged that Mylan Specialty falsely reported certain price information concerning certain drugs marketed by Mylan Specialty, that Mylan Specialty caused false claims to be made to Medicaid and to Medicare, and that Mylan Specialty caused Medicaid and Medicare to make overpayments on those claims.

Under the terms of the purchase agreement with Merck KGaA, Mylan is fully indemnified for the claims in the preceding paragraph and Merck KGaA is entitled to any income tax benefit the Company realizes for any deductions of amounts paid for such pricing litigation. Under the indemnity, Merck KGaA is responsible for all settlement and legal costs, and, as such, these settlements had no impact on the Company’s Consolidated Statements of Operations. At March 31, 2013, the Company has accrued approximately $66.4 million in other current liabilities, which represents its estimate of the remaining amount of anticipated income tax benefits due to Merck KGaA. Substantially all of Mylan Specialty’s known claims with respect to this pricing litigation have been settled.

Modafinil Antitrust Litigation and FTC Inquiry

Beginning in April 2006, Mylan and four other drug manufacturers have been named as defendants in civil lawsuits filed in or transferred to the U.S. District Court for the Eastern District of Pennsylvania by a variety of plaintiffs purportedly representing direct and indirect purchasers of the drug Modafinil and in a lawsuit filed by Apotex, Inc., a manufacturer of generic drugs, seeking approval to market a generic Modafinil product. These actions allege violations of federal antitrust and state laws in connection with the defendants’ settlement of patent litigation relating to Modafinil. On March 29, 2010, the Court in the Eastern District of Pennsylvania denied the defendants’ motions to dismiss. Fact discovery closed on February 11, 2011. No date has been set for briefing on dispositive motions. Mylan is defending each of these actions vigorously. The case has been suspended in light of petitions for writ of certiorari that were filed before the U.S. Supreme Court in In RE: K-Dur Antitrust Litigation and FTC v. Watson Pharms Inc., et al. (Androgel Litigation). On December 7, 2012, the Supreme Court granted certiorari in the Androgel Litigation and heard oral argument on March 25, 2013.

In addition, by letter dated July 11, 2006, Mylan was notified by the U.S. Federal Trade Commission (“FTC”) of an investigation relating to the settlement of the Modafinil patent litigation. In its letter, the FTC requested certain information from Mylan, MPI and Mylan Technologies, Inc. pertaining to the patent litigation and the settlement thereof. On March 29, 2007, the FTC issued a subpoena, and on April 26, 2007, the FTC issued a civil investigative demand to Mylan, requesting additional information from the Company relating to the investigation. Mylan has cooperated fully with the government’s

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

investigation and completed all requests for information. On February 13, 2008, the FTC filed a lawsuit against Cephalon in the U.S. District Court for the District of Columbia and the case has subsequently been transferred to the U.S. District Court for the Eastern District of Pennsylvania. On July 1, 2010, the FTC issued a third party subpoena to Mylan, requesting documents in connection with its lawsuit against Cephalon. Mylan has responded to the subpoena. Mylan is not named as a defendant in the FTC’s lawsuit, although the complaint includes certain allegations pertaining to the Mylan/Cephalon settlement.

FTC Minocycline Inquiry

On May 1, 2012, the FTC issued a civil investigative demand to Mylan pertaining to an investigation being conducted to determine whether Medicis Pharmaceutical Corporation, Mylan, and/or other generic companies engaged in unfair methods of competition with regard to Medicis’ branded Solodyn products and generic Solodyn products, as well as the 2010 settlement of Medicis’ patent infringement claims against Mylan and Matrix Laboratories Ltd. (now known as Mylan Laboratories Ltd). Mylan is cooperating with the FTC and has responded to requests for information.

EPIPEN® Auto-Injector Advertising Inquiries

During 2012, the Massachusetts Attorney General’s office and the Oregon Department of Justice issued civil investigation demands to Mylan Specialty, regarding the marketing and sale of EPIPEN® and EPIPEN Jr Auto-Injectors in both states, seeking information about an EPIPEN® Auto-Injector television commercial. Mylan is cooperating with both requests and is in the process of responding to the requests for information.

EU Commission Proceedings

On or around July 8, 2009, the European Commission (the “EU Commission” or the “Commission”) stated that it had initiated antitrust proceedings pursuant to Article 11(6) of Regulation No. 1/2003 and Article 2(1) of Regulation No. 773/2004 to explore possible infringement of Articles 81 and 82 EC and Articles 53 and 54 of the EEA Agreement by Les Laboratoires Servier (“Servier”) as well as possible infringement of Article 81 EC by the Company’s Indian subsidiary, Mylan Laboratories Limited (formerly known as Matrix Laboratories Limited), and four other companies, each of which entered into agreements with Servier relating to the product Perindopril. On July 30, 2012, the European Commission issued a Statement of Objections to Servier SAS, Servier Laboratories Limited, Les Laboratories Servier, Adir, Biogaran, Krka, d.d. Novo mesto, Lupin Limited, Mylan Laboratories Limited, Mylan Inc., Niche Generics Limited, Teva UK Limited, Teva Pharmaceutical Industries Ltd., Teva Pharmaceuticals Europe B.V., and Unichem Laboratories Limited. Mylan Inc. and Mylan Laboratories Limited have filed responses to the Statement of Objections and are vigorously defending themselves against allegations contained therein.

On October 6, 2009, the Company received notice that the EU Commission was initiating an investigation pursuant to Article 20(4) of Regulation No. 1/2003 to explore possible infringement of Articles 81 and 82 EC by the Company and its affiliates. Mylan S.A.S., acting on behalf of its Mylan affiliates, has produced documents and other information in connection with the inquiry and continues to respond to other requests for additional information. The Company is cooperating with the Commission in connection with the investigation, and no statement of objections has been filed against the Company in connection with the investigation.

On March 19, 2010, Mylan and Generics [U.K.] Ltd., a wholly owned subsidiary of the Company, received notice that the EU Commission had opened proceedings against Lundbeck with respect to alleged unilateral practices and/or agreements related to Citalopram in the European Economic Area. A Statement of Objections was issued to Lundbeck, Merck KGaA, Generics [U.K.] Limited, Arrow, Resolution Chemicals, Xelia Pharmaceuticals, Alpharma, A.L. Industrier and Ranbaxy on July 25, 2012. Generics [U.K.] Limited has filed a response to the Statement of Objections and is vigorously defending itself against allegations contained therein.

U.K. Office of Fair Trading

On August 12, 2011, Generics [U.K.] Ltd. received notice that the Office of Fair Trading was opening an investigation to explore the possible infringement of the Competition Act 1998 and Article 101 and 102 on the Functioning of the European Union, with respect to alleged agreements related to Paroxetine. Generics [U.K.] Ltd. has produced documents and information in connection with this inquiry and is continuing to cooperate with the investigation. On April 19, 2013, a Statement of Objections was issued to GlaxoSmithKline, Generics [U.K.] Ltd., Alpharma and Ivax LLC. Generics [U.K.] Ltd. is preparing its response and intends to defend itself against the allegations contained therein.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

South African Competition Commission

Mylan's South African affiliate received a summons and a request for appearance and information, dated February 22, 2013, regarding a supply agreement between Aspen Pharmacare Holdings (Pty) Ltd. and Mylan Laboratories Limited pertaining to a fixed dose combination antiretroviral product. The summons was issued in respect of two complaints in connection with this Agreement.

Product Liability

The Company is involved in a number of product liability lawsuits and claims related to alleged personal injuries arising out of certain products manufactured and/or distributed by the Company, including but not limited to its fentanyl transdermal system, phenytoin, propoxyphene, alendronate and Amnesteem^®. The Company believes that it has meritorious defenses to these lawsuits and claims and is vigorously defending itself with respect to those matters. From time to time, the Company has agreed to settle or otherwise resolve certain lawsuits and claims on terms and conditions that are in the best interests of the Company. The Company had accrued approximately $21.6 million at December 31, 2012. During the three months endedMarch 31, 2013, the Company accrued approximately $1.9 million and paid approximately $0.9 million, resulting in an accrual of approximately $22.6 million at March 31, 2013.

There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed amounts that may be provided for. However, the range of reasonably possible loss above the amount provided for cannot be estimated.

Intellectual Property

On April 16, 2012, the Federal Circuit reversed and vacated a judgment of invalidity by the United States District Court for the District of Delaware in a patent infringement lawsuit by Eurand, Inc. (now known as Aptalis Pharmatech, Inc.), Cephalon, Inc., and Anesta AG against Mylan Inc. and MPI in relation to MPI’s abbreviated new drug application for extended-release cyclobenzaprine hydrochloride. On May 12, 2011, the District Court found, after trial, the patents-in-suit invalid as obvious. On May 13, 2011, MPI launched its cyclobenzaprine hydrochloride extended-release capsules. Plaintiffs appealed the District Court’s finding of obviousness to the Federal Circuit, and on May 24, 2011, the District Court issued an injunction order enjoining Mylan from selling any additional cyclobenzaprine products pending the Federal Circuit’s decision. Plaintiffs were required to post a $10 million bond. Mylan appealed the District Court’s injunction and filed a motion to stay the injunction pending resolution of the appeal. On May 25, 2011, the Federal Circuit temporarily stayed the injunction pending full briefing on Mylan’s motion to stay. On July 7, 2011, the Federal Circuit reinstated the injunction preventing further sales pending a decision on the appeal. On April 16, 2012, the Federal Circuit reversed and vacated the District Court’s invalidity judgment and dismissed without prejudice Mylan’s appeal of the injunction. The Company filed a petition for rehearing en banc and on July 25, 2012, the petition was denied. The Company filed a petition for certiorari to the United States Supreme Court on October 23, 2012 and on January 14, 2013, the petition was denied. The case was remanded to the District Court, which will consider the issue of damages. On April 4, 2013, the District Court ordered that the effective date of approval of Mylan’s Abbreviated New Drug Application shall not be earlier than the later to expire of the patents-in-suit, unless otherwise ordered by the Court, and enjoined Mylan from manufacturing, using, offering to sell, selling, or importing it products until after the later of the expiration dates of the patents-in-suit, unless otherwise ordered by the Court.

In these and other situations, the Company has used its business judgment to decide to market and sell products, notwithstanding the fact that allegations of patent infringement(s) or other potential third party rights have not been finally resolved by the courts (i.e., an “at-risk launch” situation). The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include, among other things, damages measured by the profits lost by the patent owner and not necessarily by the profits earned by the infringer. In the case of willful infringement, the definition of which is subjective, such damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than bioequivalent products. An adverse decision in cases involving an “at-risk launch” could have a material adverse effect on our financial position, including our results of operations and cash flows.

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Notes to Condensed Consolidated Financial Statements (Unaudited) - Continued

Other Litigation

The Company is involved in various other legal proceedings that are considered normal to its business, including but not limited to certain proceedings assumed as a result of the acquisition of the former Merck Generics business. While it is not possible to predict the ultimate outcome of such other proceedings, the ultimate outcome of any such proceeding is not currently expected to be material to the Company’s financial position, results of operations or cash flows.

32

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis addresses material changes in the financial condition and results of operations of Mylan Inc. and subsidiaries (the “Company”, “Mylan”, “our” or “we”) for the periods presented. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, the unaudited interim Condensed Consolidated Financial Statements and related Notes included in Part I — ITEM 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and our other Securities and Exchange Commission (“SEC”) filings and public disclosures. The interim results of operations for the three months endedMarch 31, 2013 and the interim cash flows for the three months endedMarch 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.

This Form 10-Q may contain “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about our market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may,” “could,” “should,” “would,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as well as below under “Risk Factors” in Part II, ITEM 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the filing date of this Form 10-Q.

Executive Overview

Mylan ranks among the leading generic and specialty pharmaceutical companies in the world, offering one of the industry’s broadest and highest quality product portfolios, a robust pipeline and a global commercial footprint that spans approximately140 countries and territories. With a workforce of more than20,000 employees and external contractors, Mylan has attained leading positions in key international markets through its wide array of dosage forms and delivery systems, significant manufacturing capacity, global scale and commitment to customer service. Through its Indian subsidiary, Mylan Laboratories Limited (formerly known as Matrix Laboratories Limited), Mylan operates one of the world’s largest active pharmaceutical ingredient (“API”) manufacturers with respect to the number of drug master files filed with regulatory agencies. This capability makes Mylan one of only two global generics companies with a comprehensive, vertically integrated supply chain.

Mylan has two segments, “Generics” and “Specialty.” Generics primarily develops, manufactures, sells and distributes generic or branded generic pharmaceutical products in tablet, capsule, injectable or transdermal patch form, as well as API. Specialty engages mainly in the manufacture and sale of branded specialty nebulized and injectable products. Our specialty pharmaceutical business is conducted through our wholly owned subsidiary, Mylan Specialty L.P. We also report in Corporate/Other revenues and related expenses from our clean energy investment subsidiary, certain research and development expenses, general and administrative expenses, litigation settlements, amortization of intangible assets and certain purchase accounting items, impairment charges, if any, and other items not directly attributable to the segments.

Recent Developments

SMS Pharmaceuticals Ltd.

On February 14, 2013, the Company completed the acquisition of a manufacturing facility located in India from SMS Pharmaceuticals Ltd. (“SMS”) for approximately $32 million in cash. The impact on our results of operations since the acquisition date was not material.

Agila Specialties

On February 27, 2013, the Company announced that it had signed a definitive agreement to acquire the Agila Specialties business, a developer, manufacturer and marketer of high-quality generic injectable products, from Strides Arcolab Limited for approximately $1.6 billion in cash plus contingent payments of up to $250 million subject to certain conditions. The transaction will be funded through $1 billion in committed financing and the use of cash on hand and borrowings from the Company’s revolving credit facility. Upon completion of the acquisition, the Company will significantly expand and strengthen

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its injectable product portfolio and gain entry into new geographic markets, such as Brazil. The transaction is expected to close in the fourth quarter of 2013 and is subject to certain closing conditions and regulatory approvals.

Share Repurchase Programs

On February 27, 2013, the Board of Directors of the Company approved the repurchase of up to $500 million of the Company’s common stock either in the open market or through privately-negotiated transactions. The repurchase program was completed during the first quarter of 2013 with approximately 16.3 million shares of common stock repurchased.

Financial Summary

For the three months ended March 31, 2013, Mylan reported total revenues of $1.63 billion compared to $1.58 billion for the three months ended March 31, 2012. This represents an increase in revenues of $47.8 million, or 3.0%. Consolidated gross profit for the current quarter was $693.5 million, compared to $670.2 million in the comparable prior year period, an increase of $23.3 million, or 3.5%. For the current quarter, earnings from operations were $213.8 million, compared to $250.5 million for the three months ended March 31, 2012, a decrease of $36.7 million, or 14.6%.

The net earnings attributable to Mylan Inc. common shareholders decreased$22.2 million, or 17.2%, to $106.9 million for the three months ended March 31, 2013 compared to $129.1 million for the prior year comparable period. Diluted earnings per common share attributable to Mylan Inc. decreased from $0.30 to $0.27 for the three months ended March 31, 2013 compared to the prior year comparable period. A more detailed discussion of the Company’s financial results can be found below in the section titled “Results of Operations.”

Results of Operations

Three Months Ended March 31, 2013, Compared to Three Months Ended March 31, 2012

Total Revenues and Gross Profit

For the current quarter, Mylan reported total revenues of $1.63 billion compared to $1.58 billion in the comparable prior year period. Total revenues include both net revenues and other revenues from third parties. Third party net revenues for the current quarter were $1.62 billion compared to $1.57 billion for the comparable prior year period, representing an increase of $46.3 million, or 2.9%. Other third party revenues for the current quarter were $12.1 million compared to $10.6 million in the same prior year period, an increase of $1.5 million.

Mylan’s current quarter revenues were impacted by the effect of foreign currency translation, primarily reflecting changes in the U.S. Dollar as compared to the currencies of Mylan’s subsidiaries in India and Japan. The unfavorable impact of foreign currency translation on current quarter total revenues was approximately $24 million, or 2%. Translating total revenues for the current quarter at prior year comparative period exchange rates would have resulted in year-over-year growth of approximately $72 million, or 5%. New product launches totaled approximately $157 million. On a constant currency basis, revenues from existing products decreased approximately $86 million, which included a decline in pricing of approximately $40 million and a decline in volume of approximately $47 million. The declines in price and volume within Generics were partially offset by increases within Specialty.

Cost of sales for the three months ended March 31, 2013 was $938.0 million, compared to $913.4 million in the prior year. Cost of sales for the current quarter is impacted by the amortization of acquired intangible assets, and restructuring and other special items as described further in the section titled “Adjusted Earnings.” These items totaled approximately $103.0 million, which includes an in-process research and development (“IPR&D”) asset impairment charge of $5.1 million. Prior year cost of sales included similar purchase accounting and restructuring and other special items in the amount of $89.7 million. The increase in current year purchase accounting and restructuring and other special items is principally the result of severance programs for certain production employees, the IPR&D impairment charge noted above and costs associated with the ratification of a new collective bargaining agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union and its Local Union 8-957 AFL-CIO, which agreement governs certain employees at our Morgantown, WV manufacturing site. Excluding these amounts, cost of sales in the current quarter increased to $835.0 million from $823.7 million, corresponding to the increase in sales and higher production volumes.

Gross profit for the three months ended March 31, 2013 was $693.5 million, and gross margins were 42.5%. For the three months ended March 31, 2012, gross profit was $670.2 million, and gross margins were 42.3%. Excluding the purchase

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accounting and restructuring and other special items discussed in the preceding paragraph, gross margins would have been approximately 49% in the three months ended March 31, 2013 and 48% in the three months ended March 31, 2012. This increase in gross margin was the result of new product introductions in the current quarter, which increased gross margins by approximately 125 basis points, and favorable pricing on the EPIPEN® Auto-Injector in our Specialty segment, the impact of which was approximately 75 basis points. These increases were partially offset by lower gross margins on existing products, principally as a result of unfavorable pricing in Generics.

From time to time, a limited number of our products may represent a significant portion of our net revenues, gross profit and net earnings. Generally, this is due to the timing of new product launches and the amount, if any, of additional competition in the market. Our top ten products in terms of sales, in the aggregate, represented approximately 28% of total revenues in the three months ended March 31, 2013.

Generics Segment

For the current quarter, Generics third party net revenues were $1.41 billion compared to $1.40 billion in the comparable prior year period, a slight increase of $5.8 million, or 0.4%. Translating Generics third party net revenues for the current quarter at prior year foreign currency exchange rates would have resulted in year-over-year growth of approximately $30 million, or 2%. Generics sales are derived primarily in or from North America, Europe, the Middle East and Africa (collectively, “EMEA”) and India, Australia, Japan and New Zealand (collectively, “Asia Pacific”).

Third party net revenues from North America were $732.8 million for the current quarter, compared to $767.7 million for the comparable prior year period, representing a decrease of $34.9 million, or 4.5%. The decrease in current quarter third party net revenues was due to a greater amount of revenue from new product launches in the prior year ($211 million) as compared to the current year ($117 million). This reduction was principally due to the launch of Escitalopram in the first quarter of 2012, our most significant product launch with shared exclusivity in the prior year. Excluding the impact of Escitalopram in both periods, third party net revenues in North America would have experienced double-digit growth.

Products generally contribute most significantly to revenues and gross margins at the time of their launch, even more so in periods of market exclusivity, or in periods of limited generic competition. As such, the timing of new product introductions can have a significant impact on the Company’s financial results. The entrance into the market of additional competition generally has a negative impact on the volume and pricing of the affected products. Additionally, pricing is often affected by factors outside of the Company’s control.

Third party net revenues from EMEA were $369.9 million for the three months ended March 31, 2013 compared to $335.6 million for the comparable prior year period, an increase of $34.2 million, or 10.2%. Translating current quarter third party net revenues from EMEA at comparable prior year period exchange rates would have resulted in a year-over-year increase in third party net revenues of approximately $34 million, or 10%. This increase was primarily the result of a double-digit increase in revenues in France as a result of new product revenue and favorable volume. Partially offsetting these increases was unfavorable pricing in a number of European markets in which Mylan operates, as a result of government imposed pricing reductions and competitive market conditions.

Local currency revenues from Mylan’s business in France increased as compared to the prior year as a result of the impact of favorable volumes on new and existing products, partially offset by lower pricing due to government-imposed pricing reductions and an increasingly competitive market. Our market share in France remained relatively stable in the first quarter of 2013, and we remain the market leader.

In the United Kingdom, local currency third party net revenues increased as compared to the prior year as a result of the impact of favorable pricing on existing products and new product introductions. Local currency third party net revenues in Italy also increased as compared to the prior year due to favorable volume on existing products.

In addition to France, the United Kingdom and Italy, certain other markets in which we do business, including Portugal, have recently undergone government-imposed price reductions, and further government-imposed price reductions are expected in the future. Such measures, along with the tender systems discussed below, are likely to have a negative impact on sales and gross profit in these markets. However, government initiatives in certain markets, which appear to favor generic products, could help to offset some of this unfavorable effect by potentially increasing rates of generic substitution and penetration.

A number of markets in which we operate have implemented or may implement tender systems for generic pharmaceuticals in an effort to lower prices. Generally speaking, tender systems can have an unfavorable impact on revenue

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and profitability. Under such tender systems, manufacturers submit bids which establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive a preferential reimbursement for a period of time. The tender system often results in companies underbidding one another by proposing low pricing in order to win the tender. Additionally, the loss of a tender by a third party to whom we supply API can also have a negative impact on our sales and profitability. Sales, primarily in Germany, continue to be negatively affected by the impact of tender systems.

In Asia Pacific, third party net revenues were $305.1 million for the three months ended March 31, 2013 compared to $298.7 million for the comparable prior year period, an increase of $6.4 million, or 2.2%. Excluding the unfavorable effect of foreign currency translation, calculated as described above, net third party revenues would have increased by approximately $31 million, or 10%. This increase is primarily driven by higher third party sales by our operations in India, in particular, strong growth in the anti-retroviral (“ARV”) franchise.

The increase in third party net revenues by our operations in India is due to significant growth, excluding the effect of foreign currency, in sales of ARV products used in the treatment of HIV/AIDS, both finished dosage form (“FDF”) generic products and API. In addition to third party sales, the Asia Pacific region also supplies both FDF generic products and API to Mylan subsidiaries in conjunction with Mylan’s vertical integration strategy. Intercompany revenues recognized by the Asia Pacific region were $81.4 million for the three months ended March 31, 2013, compared to $65.2 million in the prior year. These intercompany sales eliminate within, and therefore are not included in, Generics or consolidated net revenues.

In Japan, third party net revenues, excluding the effect of foreign currency, were essentially flat. In Australia, third party net revenues were slightly lower than the prior year as a result of significant government-imposed pricing reform, partially offset by new product sales. As in EMEA, both Australia and Japan have undergone government-imposed price reductions which have had, and could continue to have, a negative impact on sales and gross profit in these markets.

Specialty Segment

For the current quarter, Specialty reported third party net revenues of $211.6 million, an increase of $40.6 million, or 23.7%, from the comparable prior year period of $171.1 million. The increase was the result of higher sales of the EPIPEN® Auto-Injector as a result of favorable pricing, which is used in the treatment of severe allergic reactions (anaphylaxis). The EPIPEN® Auto-Injector is the number one prescribed epinephrine auto-injector. In addition, Perforomist® Inhalation Solution sales increased by double digits from the comparable prior year period as a result of favorable pricing and volume.

Operating Expenses

Research & Development Expense

Research and development expense (“R&D”) for the three months ended March 31, 2013 was $126.5 million, compared to $81.0 million in the same prior year period, an increase of $45.5 million. R&D increased due primarily to the expenses related to the development of our respiratory and biologics programs, as well as the timing of internal and external product development projects. In addition, during the three months endedMarch 31, 2013, licensing payments of approximately $23 million are included as a component of R&D.

Selling, General & Administrative Expense

Selling, general and administrative expense (“SG&A”) for the current quarter was $351.4 million, compared to $336.6 million for the same prior year period, an increase of $14.8 million. The primary factor contributing to the increase in SG&A was acquisition related costs of approximately $19.0 million.

Litigation Settlements, net

During the three months ended March 31, 2013, the Company recorded a $1.8 millioncharge, net, for litigation settlements related to product liability claims.

Interest Expense

Interest expense for the three months ended March 31, 2013 totaled $78.0 million, compared to $82.4 million for the three months ended March 31, 2012. The decrease is primarily due to lower non-cash interest items. Included in interest expense is the amortization of the discounts on our convertible debt instruments and 2018 Senior Notes, net of amortization of the premium on our 2020 Senior Notes, which totals $6.2 million for the current quarter and $11.7 million for the comparable

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prior year period. Also included in interest expense is accretion of our contingent consideration liability related to certain acquisitions. The amount of accretion included in the current quarter is $7.7 million compared to $8.2 million in the comparable prior year period.

Other Income (Expense), Net

Other income (expense), net, was income of $3.4 million in the current quarter compared to expense of $9.8 million in the comparable prior year period. Other income (expense), net, includes losses from equity affiliates, foreign exchange gains and losses and interest and dividend income.

Adjusted Earnings

Adjusted earnings are an alternative view of performance used by management. Management believes that, primarily due to acquisitions, an evaluation of the Company’s ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with accounting principles generally accepted in the U.S. (“GAAP”), and management also believes that investors’ understanding of our performance is enhanced by these adjusted measures. Adjusted Earnings and Adjusted Earnings per Diluted Share (“Adjusted EPS”) are two of the most important internal financial metrics related to the ongoing operating performance of the Company. Actual internal and forecasted operating results and annual budgets include Adjusted Earnings and Adjusted EPS, and the financial performance of the Company is measured by senior management on this basis along with other performance metrics. Management’s annual incentive compensation is derived in part based on the Adjusted EPS metric.

Whenever the Company uses such non-GAAP measures, it will provide a reconciliation of non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliation of non-GAAP measures to their most closely applicable GAAP measure set forth below and should consider non-GAAP measures only as a supplement to, not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP. Additionally, since Adjusted Earnings and Adjusted EPS are not measures determined in accordance with GAAP, they have no standardized meaning prescribed by GAAP and, therefore, may not be comparable to the calculation of similar measures of other companies.

The significant items excluded from Adjusted Earnings and Adjusted EPS include:

Acquisition-Related Items

The ongoing impact of certain amounts recorded in connection with acquisitions is excluded. These amounts include the amortization of intangible assets and inventory step-up, intangible asset impairment charges (including IPR&D), accretion and the fair value adjustments related to contingent consideration and certain acquisition financing related costs. These costs are excluded because management believes that excluding them is helpful to understanding the underlying, ongoing operational performance of the business.

Restructuring and Other Special Items

Costs related to restructuring and other actions are excluded as applicable. These amounts include items such as:

• Exit costs associated with facilities to be closed or divested, including employee separation costs, impairment charges, accelerated depreciation, incremental manufacturing variances, equipment relocation costs and other exit costs;

• Certain acquisition related integration and planning costs, as well as other costs associated with acquisitions and other optimization initiatives, which are not part of a formal restructuring program, including employee separation and post-employment costs;

• Certain transition and other costs associated with the ratification of a new collective bargaining agreement in 2012 governing certain employees at our Morgantown, WV manufacturing facility;

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• The pre-tax loss of the Company’s investment in a clean energy partnership, whose activities qualify for income tax credits under Section 45 of the U.S. Internal Revenue Code; only included in Adjusted Earnings and Adjusted EPS is the net tax effect of the entity’s activities;

• Certain costs to further develop and optimize our global enterprise resource planning systems, operations and supply chain; and

• Certain costs related to new operations and significant alliances/business partnerships.

The Company has undertaken restructurings and other optimization initiatives of differing types, scope and amount during the covered periods and, therefore, these charges should not be considered non-recurring; however, management excludes these amounts from Adjusted Earnings and Adjusted EPS because it believes it is helpful to understanding the underlying, ongoing operational performance of the business.

Litigation Settlements, net

Charges and gains related to legal matters, such as those discussed in the Notes to Condensed Consolidated Financial Statements — Note 14, “Contingencies” are excluded. Normal, ongoing defense costs of the Company made in the normal course of our business are not excluded.

A reconciliation between net earnings attributable to Mylan Inc. common shareholders and diluted earnings per share attributable to Mylan Inc. common shareholders, as reported under U.S. GAAP, and Adjusted Earnings and Adjusted EPS for the periods shown follows:

	Three Months Ended
	March 31,
(In millions, except per share amounts)	2013					2012
GAAP net earnings attributable to Mylan Inc. and diluted GAAP EPS	$	106.9		$	0.27	$	129.1		$	0.30
Purchase accounting related amortization (included in cost of sales) (a)	92.1					87.5
Litigation settlements, net	1.8					2.2
Interest expense, primarily amortization of convertible debt discount	7.7					13.3
Non-cash accretion and fair value adjustments of contingent consideration liability	5.8					8.2
Clean energy investment pre-tax loss (b)	4.4					4.2
Acquisition related costs (primarily included in selling, general and administrative expense)	19.4					—
Restructuring and other special items included in:
Cost of sales	10.9					2.2
Research and development expense	23.3					1.4
Selling, general and administrative expense	24.0					24.4
Other income, net	6.8					2.3
Tax effect of the above items and other income tax related items	(57.2		)			(50.3		)
Adjusted net earnings attributable to Mylan Inc. and adjusted diluted EPS	$	245.9		$	0.62	$	224.5		$	0.52
Weighted average diluted common shares outstanding	399.0					432.4

____________

(a) Purchase accounting related amortization expense for the three months endedMarch 31, 2013 includes in-process research and development asset impairment charges of $5.1 million.

(b) Adjustment represents exclusion of the pre-tax loss related to Mylan’s investment in a clean energy partnership, the activities of which qualify for income tax credits under section 45 of the Internal Revenue Code. Amount is included in other income (expense), net.

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Liquidity and Capital Resources

Our primary source of liquidity is cash provided by operations. We believe that cash provided by operating activities and available liquidity will continue to allow us to meet our needs for working capital, capital expenditures, interest and principal payments on debt obligations and other cash needs over the next several years. Nevertheless, our ability to satisfy our working capital requirements and debt service obligations, or fund planned capital expenditures, will substantially depend upon our future operating performance (which will be affected by prevailing economic conditions), and financial, business and other factors, some of which are beyond our control.

Net cash provided by operating activities increased by $194.7 million to $87.6 million for the three months endedMarch 31, 2013, as compared to net cash used in operating activities of $107.1 million for the three months endedMarch 31, 2012. The net increase in cash provided by operating activities was principally due to the following:

• a net decrease in the amount of cash used for accounts receivable, including estimated sales allowances, of $105.0 million, reflecting the timing of sales and cash collections;

• a net decrease in the amount of cash used through changes in income taxes of $71.7 million due to the timing of estimated tax payments:

• a net decrease in the amount of cash used through changes in other operating assets and liabilities of $77.0 million, as a result of a decline in legal settlement payments. During the three months endedMarch 31, 2012, the Company made litigation settlement payments of approximately $89.6 million, principally related to the pricing litigation matters; and

• a net decrease in the amount of cash used through changes in trade accounts payable of $39.0 million as a result of the timing of cash payments.

These items were offset by the following:

• a decrease in net earnings of $22.0 million; and

• a net increase of $48.8 million in the amount of cash used through changes in inventory balances.

Cash used in investing activities was $142.3 million for the three months endedMarch 31, 2013, as compared to $108.2 million for the three months endedMarch 31, 2012, an increase of $34.1 million. Capital expenditures, primarily for equipment, were approximately $53.1 million in the current period. The increase as compared to 2012 is the result of the timing of expenditures. While there can be no assurance that current expectations will be realized, capital expenditures for the 2013 calendar year are expected to be approximately $300 million to $400 million. In addition, during the three months endedMarch 31, 2013, cash paid for the acquisition of a manufacturing operation in India totaled $32.1 million and restricted cash increased $53.1 million.

During the three months ended March 31, 2012, the Company paid approximately $70 million to acquire product rights and licenses, the majority of which relates to two dermatological products acquired from Valeant Pharmaceuticals. This cash outflow is included in other investing activities on the Condensed Consolidated Statements of Cash Flows.

Cash from financing activities was $6.6 million for the three months endedMarch 31, 2013, as compared to $91.9 million for the three months endedMarch 31, 2012. During the three months endedMarch 31, 2013, the Company completed a share repurchase program by purchasing approximately 16.3 million shares of common stock for approximately $500 million. In addition, during the three months endedMarch 31, 2013, net borrowings under our Revolving Facility totaled $310 million, and we borrowed an additional $120 million under our Receivables Facility. The proceeds of these borrowings were principally utilized to fund the share repurchase program. During the three months ended March 31, 2012, we repaid our $600 million Senior Convertible Notes, which matured in March 2012.

The Company has approximately $70 million of long-term debt due for the remainder of 2013 and approximately $125 million due in 2014. Our current intention is to repay such amounts at maturity using available liquidity. In addition, our cash and cash equivalents at our foreign subsidiaries totaled $193 million at March 31, 2013. The majority of these funds represented earnings considered to be permanently reinvested to support the growth strategies of our foreign subsidiaries.

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As of March 31, 2013, because the closing price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day in the March 31, 2013 period, was more than 130% of the applicable conversion reference price of $13.32 at March 31, 2013, the $574 million of Cash Convertible Notes was currently convertible. Although de minimis conversions have been requested, the Company’s experience is that convertible debentures are not normally converted by investors until close to their maturity date. Upon an investor’s election to convert, the Company is required to pay the full conversion value in cash. Should holders elect to convert, the Company intends to draw on its revolving credit facility to fund any principal payments. The amount payable per $1,000 notional bond would be calculated as the product of (1) the conversion reference rate (currently $75.0751) and (2) the average Daily Volume Weighted Average Price per share of common stock for a specified period following the conversion date. Any payment above the principal amount is matched by a convertible note hedge.

We are involved in various legal proceedings that are considered normal to our business. While it is not feasible to predict the outcome of such proceedings, an adverse outcome in any of these proceedings could materially affect our financial position and results of operations, including our operating cash flow. We have approximately $90 million accrued for such legal contingencies. Additionally, for certain contingencies assumed in conjunction with the acquisition of the former Merck Generics business, Merck KGaA, the seller, has indemnified Mylan. The inability or denial of Merck KGaA to pay on an indemnified claim could have a material effect on our financial position, results of operations or cash flows.

We are actively pursuing, and are currently involved in, joint projects related to the development, distribution and marketing of both generic and branded products. Many of these arrangements provide for payments by us upon the attainment of specified milestones. While these arrangements help to reduce the financial risk for unsuccessful projects, fulfillment of specified milestones or the occurrence of other obligations may result in fluctuations in cash flows.

We are continuously evaluating the potential acquisition of products, as well as companies, as a strategic part of our future growth. Consequently, we may utilize current cash reserves or incur additional indebtedness to finance any such acquisitions, which could impact future liquidity. In addition, on an ongoing basis, we review our operations including the evaluation of potential divestitures of products and businesses as part of our future strategy. Any divestitures could impact future liquidity.

At March 31, 2013 and December 31, 2012, we had $60.1 million and $58.0 million outstanding under existing letters of credit. Additionally, as of March 31, 2013, we had $112.4 million available under the $125 million subfacility on our Senior Credit Agreement for the issuance of letters of credit.

Mandatory minimum repayments remaining on the outstanding borrowings under the term loans and notes at notional amounts at March 31, 2013 are as follows for each of the periods ending December 31:

(In thousands)	U.S. Term Loans		Cash Convertible Notes		2017 Senior Notes		2018 Senior Notes		2020 Senior Notes		2023 Senior Notes		Revolving Facility		Total
2013	$	70,313	$	11	$	—	$	—	$	—	$	—	$	—	$	70,324
2014	125,000		—		—		—		—		—		—		125,000
2015	187,500		573,985		—		—		—		—		—		761,485
2016	750,000		—		—		—		—		—		310,000		1,060,000
2017	—		—		550,000		—		—		—		—		550,000
Thereafter	—		—		—		800,000		1,000,000		750,000		—		2,550,000
Total	$	1,132,813	$	573,996	$	550,000	$	800,000	$	1,000,000	$	750,000	$	310,000	$	5,116,809

The Senior Credit Agreement contains customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of business and insurance, collateral matters and compliance with laws, as well as customary negative covenants for facilities of this type, including limitations on the incurrence of indebtedness and liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, dispositions of assets, payments of dividends and other restricted payments, prepayments or amendments to the terms of specified indebtedness and changes in our lines of business. The Senior Credit Agreement contains financial covenants requiring maintenance of a minimum interest coverage ratio and a maximum consolidated leverage ratio. We have been compliant with the financial covenants during 2013, and we expect to remain in compliance for the next twelve months.

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The Company has a $400 million accounts receivable securitization facility (the “Receivables Facility”). Any amounts outstanding under the facility are recorded as a secured loan and included in short-term borrowings, and the receivables underlying any borrowings are included in accounts receivable, net, in the Condensed Consolidated Balance Sheets. At March 31, 2013, there were $300 million of short-term borrowings outstanding under the Receivables Facility. The size of the accounts receivable securitization facility may be increased from time to time, upon request by Mylan Securitization and with the consent of the purchaser agents and the Agent, up to a maximum of $500 million.

We are contractually obligated to make potential future development, regulatory and commercial milestone, royalty and/or profit sharing payments in conjunction with collaborative agreements or acquisitions we have entered into with third parties. The most significant of these relates to the potential future consideration related to the respiratory delivery platform. These payments are contingent upon the occurrence of certain future events and the ultimate success of the respective projects. Given the inherent uncertainty of these events, it is unclear when, if ever, we may be required to pay such amounts or pay amounts in excess of those accrued. The amount of contingent consideration accrued was $385.0 million and $379.2 million at March 31, 2013 and December 31, 2012, respectively. In addition, the Company expects to incur approximately $32 million to $34 million of annual accretion expense related to the increase in the net present value of the contingent consideration liability.

The fair value measurement of contingent consideration is determined using Level 3 inputs. The measurement is calculated using unobservable inputs based on the Company’s own assumptions. Significant unobservable inputs in the valuation include the probability and timing of future development and commercial milestones and future profit sharing payments. A discounted cash flow method was used to value contingent consideration at March 31, 2013 and December 31, 2012, which was calculated as the present value of the estimated future net cash flows using a market rate of return at March 31, 2013. Discount rates ranging from 2.2% to 10.3% were utilized in the valuation. Significant changes in unobservable inputs could result in material changes to the contingent consideration liability.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s market risk, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report filed on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2013. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management has not identified any changes in the Company’s internal control over financial reporting that occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

41

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For information regarding legal proceedings, refer to Note 14, “Contingencies,” in the accompanying Notes to Condensed Consolidated Financial Statements in this Quarterly Report.

ITEM 1A. RISK FACTORS

There were no material changes in the Company’s risk factors from those disclosed in the Company’s Form 10-K for the year ended December 31, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer purchases of equity securities:

Period	Total Number of Shares Purchased(1)(2)	Average Price Paid per Share(3)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2013	—	$	—	—	$	—
February 1 - February 28, 2013	—	$	—	—	$	500,000,000
March 1 - March 31, 2013	16,264,194	$	30.74	16,264,194	$	—
Total	16,264,194	$	30.74	16,264,194	$	—

____________

⁽¹⁾  On February 27, 2013, the Company announced that its Board of Directors had approved the repurchase of up to $500 million of the Company’s common stock in the open market or through other methods. The repurchase was completed by March 31, 2013.

⁽²⁾  The number of shares purchased is based on the purchase date and not the settlement date.

⁽³⁾  Average price per share includes commissions.

42

ITEM 6. EXHIBITS

3.1	Amended and Restated Articles of Incorporation of the registrant, as amended to date, filed as Exhibit 3.1 to the Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.
3.2	Bylaws of the registrant, as amended to date, filed as Exhibit 3.2 to the Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.
4.1(a)	Rights Agreement dated as of August 22, 1996, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 3, 1996, and incorporated herein by reference.
4.1(b)	Amendment to Rights Agreement dated as of November 8, 1999, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 1 to Form 8-A/A filed with the SEC on March 31, 2000, and incorporated herein by reference.
4.1(c)	Amendment No. 2 to Rights Agreement dated as of August 13, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on August 16, 2004, and incorporated herein by reference.
4.1(d)	Amendment No. 3 to Rights Agreement dated as of September 8, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 9, 2004, and incorporated herein by reference.
4.1(e)	Amendment No. 4 to Rights Agreement dated as of December 2, 2004, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 3, 2004, and incorporated herein by reference.
4.1(f)	Amendment No. 5 to Rights Agreement dated as of December 19, 2005, between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on December 19, 2005, and incorporated herein by reference.
4.2(a)	Indenture, dated as of July 21, 2005, between the registrant and The Bank of New York, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on July 27, 2005, and incorporated herein by reference.
4.2(b)	Second Supplemental Indenture, dated as of October 1, 2007, among the registrant, the Subsidiaries of the registrant listed on the signature page thereto and The Bank of New York, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on October 5, 2007, and incorporated herein by reference.
4.3	Registration Rights Agreement, dated as of July 21, 2005, among the registrant, the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Capital Markets, Inc., KeyBanc Capital Markets (a Division of McDonald Investments Inc.), PNC Capital Markets, Inc. and SunTrust Capital Markets, Inc., filed as Exhibit 4.2 to the Report on Form 8-K filed with the SEC on July 27, 2005, and incorporated herein by reference.
4.4(a)	Indenture, dated as of September 15, 2008, among the registrant, the guarantors named therein and Bank of New York Mellon as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on September 15, 2008, and incorporated herein by reference.
4.4(b)	First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of September 15, 2008, among the registrant, the guarantors named therein and The Bank of New York Mellon, as trustee, filed as Exhibit 4.3 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.
4.5(a)	Indenture, dated as of May 19, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on May 19, 2010, and incorporated herein by reference.

43

4.5(b)	First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of May 19, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon, as trustee, filed as Exhibit 4.2 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.
4.6(a)	Indenture, dated as of November 24, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on November 24, 2010, and incorporated herein by reference.
4.6(b)	First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of November 24, 2010, among the registrant, the guarantors named therein and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.
4.7(a)	Indenture, dated as of March 7, 2007, among the registrant, the guarantors thereto and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed with the SEC on March 7, 2007, and incorporated herein by reference.
4.7(b)	First Supplemental Indenture, dated November 29, 2011, by and among the registrant, Somerset Pharmaceuticals, Inc., Dey, Inc., Dey Pharma, L.P., Dey Limited Partner, Inc., EMD, Inc., Mylan Delaware Inc., Mylan LHC Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated March 7, 2007, among the registrant, the guarantors thereto and The Bank of New York Mellon, as trustee, filed as Exhibit 4.4 to Form 8-K filed with the SEC on November 30, 2011, and incorporated herein by reference.
10.1	Sale and Purchase Agreement, effective February 27, 2013, by and among the registrant, Strides Arcolab Limited, and the promoters named therein.*
10.2	Sale and Purchase Agreement, effective February 27, 2013, by and among the registrant, Agila Specialties Asia Pte Ltd, and the promoters named therein.*
10.3	Restrictive Covenant Agreement, effective February 27, 2013, by and among the registrant, Strides Arcolab Limited, and the promoters named therein.*
10.4	Completion Deed, effective February 27, 2013, by and among the registrant, Strides Arcolab Limited, Agila Specialties Asia Pte Ltd, and the promoters named therein.*
10.5	Agila Global Guarantee Deed, effective February 27, 2013, by and between the registrant and Strides Arcoloab Ltd.*
10.6	Commitment Letter, dated February 27, 2013, from Morgan Stanley Senior Funding, Inc.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase

44

101.PRE	XBRL Taxonomy Extension Presentation Linkbase
* The Company has requested confidential treatment with respect to certain portions of this exhibit.

45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mylan Inc. (Registrant)
By:	/s/ Heather Bresch
	Heather Bresch
	Chief Executive Officer
	(Principal Executive Officer)

May 2, 2013

/s/ John D. Sheehan

John D. Sheehan

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

May 2, 2013

/s/ Daniel C. Rizzo, Jr.

Daniel C. Rizzo, Jr.

Senior Vice President, Chief Accounting

Officer and Corporate Controller

(Principal Accounting Officer)

May 2, 2013

46

EXHIBIT INDEX

10.1	Sale and Purchase Agreement, effective February 27, 2013, by and among the registrant, Strides Arcolab Limited, and the promoters named therein.*
10.2	Sale and Purchase Agreement, effective February 27, 2013, by and among the registrant, Agila Specialties Asia Pte Ltd, and the promoters named therein.*
10.3	Restrictive Covenant Agreement, effective February 27, 2013, by and among the registrant, Strides Arcolab Limited, and the promoters named therein.*
10.4	Completion Deed, effective February 27, 2013, by and among the registrant, Strides Arcolab Limited, Agila Specialties Asia Pte Ltd, and the promoters named therein.*
10.5	Agila Global Guarantee Deed, effective February 27, 2013, by and between the registrant and Strides Arcoloab Ltd.*
10.6	Commitment Letter, dated February 27, 2013, from Morgan Stanley Senior Funding, Inc.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
* The Company has requested confidential treatment with respect to certain portions of this exhibit.

47

EX-10.1

Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Omissions are designated as ***.

Exhibit 10.2

EFFECTIVE 27 FEBRUARY 2013

AGILA SPECIALTIES ASIA PTE LTD

and

MYLAN INC.

and

ARUN KUMAR

and

PRONOMZ VENTURES LLP

SALE AND PURCHASE AGREEMENT

FOR THE ENTIRE ISSUED SHARE

CAPITAL OF

AGILA SPECIALTIES GLOBAL PTE LTD

TABLE OF CONTENTS

Clause	Headings	Page
1	INTERPRETATION	1
2	SALE AND PURCHASE	1
3	CONSIDERATION	2
4	CONDITIONS	8
5	CONDUCT OF BUSINESS BEFORE COMPLETION	11
6	COMPLETION	14
7	TREATMENT OF JOINT VENTURES; WAIVERS AND AMENDMENTS OF CONTRACTS	15
8	GROUP FINANCING; DELIVERY OF FINANCIAL STATEMENTS; PURCHASER FINANCING	15
9	POST-COMPLETION OBLIGATIONS	17
10	SELLER AND PROMOTER WARRANTIES	17
11	LIMITATIONS ON LIABILITY	19
12	PURCHASER WARRANTIES AND UNDERTAKINGS	19
13	PROTECTION OF PURCHASER'S INTERESTS	20
14	SELLER INDEMNITIES	22
15	SURVIVING PROVISIONS	24
16	MISCELLANEOUS	24
17	NOTICES	27
18	GOVERNING LAW	28
19	ARBITRATION	29
SCHEDULE 1 DETAILS OF THE GROUP		34
	PART 1 THE COMPANY	34
	PART 2 THE SUBSIDIARIES	35
SCHEDULE 2 CONDITIONS		50
SCHEDULE 3 CONDUCT OF BUSINESS BEFORE COMPLETION		52
SCHEDULE 4 NET DEBT STATEMENT AND WORKING CAPITAL STATEMENT		56
SCHEDULE 5 COMPLETION OBLIGATIONS		64
	PART 1 SELLER'S OBLIGATIONS	64
	PART 2 PURCHASER'S OBLIGATIONS	66
SCHEDULE 6 GUARANTEES AND INDEMNITIES		67
SCHEDULE 7 POST COMPLETION OBLIGATIONS		69
	PART 1 POST COMPLETION OBLIGATIONS OF THE PURCHASER	69
	PART 2 POST COMPLETION OBLIGATIONS OF THE SELLER	70
	PART 3 TRANSFERRING CONTRACTS	71
SCHEDULE 8 SELLER AND PROMOTER WARRANTIES		73
	PART 1 GENERAL WARRANTIES	73
	PART 2 TAX WARRANTIES	96

SCHEDULE 9 LIMITATIONS ON LIABILITY	99
SCHEDULE 10 PURCHASER WARRANTIES	104
SCHEDULE 11 REAL ESTATE PROPERTIES	106
SCHEDULE 12 DEFINITIONS AND INTERPRETATION	107

AGREED FORM DOCUMENTS

Tax Deed

Directors/Secretaries Resignation Letters

CEV Term Sheet

Brand License Agreement Term Sheet

THIS AGREEMENT is made with an effective date of 27 February 2013

BETWEEN:

(1) AGILA SPECIALTIES ASIA PTE LTD, a company incorporated in the Republic of Singapore (registered number 201135552C) and whose registered office is at 8 Cross Street, #10-00, PWC Building, Singapore (048424) (the "Seller");

(2) MYLAN INC., a company incorporated in Pennsylvania (registered CIK number 0000069499) and whose registered office is at 1500 Corporate Drive, Canonsburg PA 15317, United States (the "Purchaser" and for purposes of Clause 3.7, the "India Purchaser");

(3) MR. ARUN KUMAR, of Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560076, India ("Mr. Kumar"); and

(4) PRONOMZ VENTURES LLP, a limited liability partnership registered under the provisions of the Limited Liability Partnership Act, 2008, of Star 2, Opp. IIMB, Bilekahalli, Bannerghatta Road, Bangalore 560076

(each of Mr. Kumar and Pronomz Ventures LLP being a "Promoter" and together, the "Promoters"), solely for the purposes of Clauses 5.8,10.4 through 10.8 (inclusive), 10.13, 11, 13, 15, 16, 17, 18, 19, paragraphs 3.1 through 3.3, 20, and 22.5 of Schedule 8 (to the extent relevant to the Promoters) and Schedule 12 hereof.

RECITALS:

(A) The Seller is the legal and beneficial owner of the Shares.

(B) The Seller has agreed to sell and transfer to the Purchaser, and the Purchaser has agreed to purchase, the entire issued share capital of the Company upon the terms, and subject to the conditions, set out in this Agreement.

(C) Each of the Promoters and the Seller has agreed to afford certain protections of the Purchaser's interests for a period of time following Completion (as defined below) in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Promoters and the Seller.

(D) The applicable Group Companies either concurrently with the date of this Agreement or shortly thereafter have entered into the JV Interest Purchase Agreements.

IT IS AGREED as follows.

1. INTERPRETATION

1.1 The definitions and other interpretative provisions set out in Schedule 12 shall apply throughout this Agreement, unless the contrary intention appears.

1.2 In this Agreement, except where the context otherwise requires, any reference to this Agreement includes a reference to the Schedules and the Appendices, each of which forms part of this Agreement for all purposes.

2. SALE AND PURCHASE

Sale and purchase

2.1 The Seller is the legal and beneficial owner of the Shares, and shall sell, and the Purchaser shall purchase, the Shares on the basis that they are sold at Completion with Full Title Guarantee and free from any Encumbrance and together with all rights attaching to them at Completion, including the right to receive all dividends, distributions or any return of capital declared, made or paid with effect from Completion.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

1

Waiver of rights

2.2 The Seller hereby waives and agrees to ensure the waiver of any restrictions on transfer, including pre-emption rights, which may exist in relation to the Shares, under the articles of association of the Company or otherwise and shall deliver such written waivers where required to the Company with a copy to the Purchaser on or prior to Completion.

3. CONSIDERATION

Purchase Price

3.1 The purchase price for the Shares to be paid by the Purchaser to the Seller (the "Purchase Price") is:

3.1.1 the Enterprise Value;

3.1.2 plus a sum equal to the Cash;

3.1.3 minus a sum equal to the Debt (which shall include the Payoff Amount);

3.1.4 minus any withholdings or deductions made in accordance with Clauses 3.11 to 3.13 (if applicable);

3.1.5 minus the Working Capital Shortfall;

3.1.6 plus the Capex Reimbursement Amount;

3.1.7 minus the Unpaid Change in Control Payments;

3.1.8 ***

3.1.9 minus the Customer Payback Amount; and

3.1.10 minus the JV Payment Amount.

Payments at Completion

3.2 At Completion, the Purchaser shall pay:

3.2.1 to the Seller, the Enterprise Value Due at Completion:

(A) plus a sum equal to the Estimated Cash;

(B) minus a sum equal to the Estimated Debt (which shall include the Payoff Amount);

(C) minus any withholdings or deductions made in accordance with Clauses 3.11 to 3.13 (if applicable);

(D) minus the Estimated Working Capital Shortfall;

(E) plus the Estimated Capex Reimbursement Amount;

(F) minus the Estimated Unpaid Change in Control Payments;

(G) minus the Australia JV Payment Amount ***;

(H) ***

(I) ***

(J) ***

(K) minus the Brazil JVs Payment Amount;

(L) ***

(M) minus the Estimated Customer Payback Amount,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

2

(the "Completion Payment");

3.2.2 to the account(s) of the lender(s) specified in the Payoff Letter, the Payoff Amount in accordance with the terms of the Payoff Letter;

3.2.3 ***

(A) ***

(B) ***

3.2.4 ***

(A) ***

(B) ***

3.2.5 to the accounts of the counterparties to the Brazil JV Interest Purchase Agreements, the Brazil JVs Payment Amount; and

3.2.6 to the account(s) of the companies specified in writing by the Seller to the Purchaser no later than three (3) Business Days prior to the Completion Date, the Estimated Unpaid Change in Control Payments.

Each of the payments to be made by the Purchaser pursuant to this Clause 3.2 shall be made in US$.

Contingent Enterprise Value

3.2A    At Completion, the Purchaser shall deposit the Contingent Enterprise Value to an account, in the name of the Purchaser, of the CEV Escrow Agent specified in the CEV Escrow Agreement (the "Contingent Fund").

Notification of Estimated Amounts at Completion

3.3 Not less than five (5) Business Days prior to the Completion Date, the Seller shall prepare and deliver to the Purchaser the Estimated Completion Balance Sheet and a certificate setting out in reasonable detail the:

3.3.1 Estimated Cash and the Estimated Debt;

3.3.2 Estimated Target Net Working Capital;

3.3.3 Estimated Net Working Capital;

3.3.4 Estimated Capex Reimbursement Amount;

3.3.5 Estimated Customer Payback Amount; and

3.3.6 Estimated Unpaid Change in Control Payments.

Post Completion Purchase Price adjustments

3.4 On the Post Completion Payment Date, the Purchaser or the Seller (as applicable) shall pay to the other an amount equal to such net balance arising out of the operation of the following:

3.4.1 if the amount of the Cash is:

(A) less than the Estimated Cash, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the shortfall; or

(B) greater than the Estimated Cash, the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the excess;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

3

3.4.2 if the amount of the Debt is:

(A) greater than the Estimated Debt, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the excess; or

(B) less than the Estimated Debt, the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the shortfall;

3.4.3 if the amount of the Working Capital Shortfall is:

(A) greater than the Estimated Working Capital Shortfall, then the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the difference; or

(B) less than the Estimated Working Capital Shortfall, then the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to such difference; or

(C) equal to US$0 (zero), then the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the Estimated Working Capital Shortfall;

3.4.4 if the Unpaid Change in Control Payments are:

(A) greater than the Estimated Unpaid Change in Control Payments, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the excess; or

(B) less than the Estimated Unpaid Change in Control Payments, the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the shortfall;

3.4.5 if the Capex Reimbursement Amount is:

(A) greater than the Estimated Capex Reimbursement Amount, the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the difference; or

(B) less than the Estimated Capex Reimbursement Amount, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the difference; and

3.4.6 if the Customer Payback Amount is:

(A) greater than the Estimated Customer Payback Amount, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the difference; or

(B) less than the Estimated Customer Payback Amount, the Purchaser shall pay to the Seller, as an increase in Purchase Price, an amount equal to the difference.

3.5 The amount of the Cash, the Debt, the Working Capital Shortfall, the Capex Reimbursement Amount, the Customer Payback Amount and the Unpaid Change in Control Payments, respectively, shall be determined in accordance with Schedule 4. Any payments required to be made under Clause 3.4 and under Clause 3.6 shall be treated as adjusting the Completion Payment, thus resulting after such adjustments in the Purchase Price. The Purchase Price shall (subject to any further adjustment, if applicable, pursuant to Clause 3.6 and Clause 3.8) be adopted for all Tax reporting purposes.

3.6 ***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

4

3.7 The Contingent Fund shall be held and released in accordance with the terms of the CEV Escrow Agreement and the CEV Escrow Term Sheet (and any definitive agreement entered into pursuant to the terms of the CEV Escrow Term Sheet (the "Definitive Escrow Agreement")). The Seller and the Purchaser acknowledge that the Contingent Fund is intended to cover the Relevant Claims.

3.8 ***

3.9 ***

3.10 Any payment made in satisfaction of a liability arising under any Seller Obligation or a Purchaser Obligation shall adjust the price paid for the Shares.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

5

Withholding Tax

3.11 The Parties have jointly determined that no withholding or deduction in respect of any Taxation should be required to be made by the Purchaser from the Purchase Price, and accordingly, subject only to the provisions of Clauses 3.11 to 3.15 (inclusive), the Purchaser shall pay the Purchase Price in accordance with the provisions of this Agreement without any withholding or deduction in respect of any Taxation.

3.12 If, as a result of a change of any Relevant Law after the date of this Agreement but before the date on which payment is required to be made under Clauses 3.2 and/or 3.4 withholding or deduction from such payment becomes required on account of the Seller Related Withholding Tax then, subject to the Purchaser obtaining an opinion from leading Tax Counsel of at least ten (10) years standing addressed to the Seller that withholding or deduction from such payments should be made by any reasonably competent and responsible tax payer, the Purchaser will make the minimum deduction or withholding permitted by law from the payments to be made under Clauses 3.2 and/or 3.4.

3.13 If a written demand, notice or direction (each a "Withholding Instruction") is made or served by a Tax Authority on the Purchaser (or a member of the Purchaser's Group) after the date of this Agreement but before the date on which payment is required to be made under Clauses 3.2 and/or 3.4, to account for Seller Related Withholding Tax then:

3.13.1 The Purchaser shall promptly notify the Seller that it has received such a Withholding Instruction and shall promptly provide copies of all relevant documents in the Purchaser's possession (or in the possession of a member of the Purchaser's Group) evidencing such Withholding Instruction to the Seller, and pending further communication from the Seller in accordance with Clause 3.13.2 below shall not make any payment by way of withholding, deduction or otherwise and shall not make any filing, or admission of liability or other settlement in relation to such deduction or withholding.

3.13.2 The Seller may elect by a notice to the Purchaser, served within twelve (12) Business Days of receipt of notification of a Withholding Instruction pursuant to Clause 3.13.1, that it seeks to negotiate, appeal or otherwise challenge the Withholding Instruction, and if the Seller does so then the provisions of Clauses 3.13.3 to 3.13.11 shall apply.

3.13.3 During the period of thirty (30) Business Days starting on the date on which the Purchaser notified the Seller of the Withholding Instruction and provided all relevant documents in the Purchaser's possession (or in the possession of a member of the Purchaser's Group) (the "Conduct Period") the Seller shall be entitled in its absolute discretion but at the Seller's cost to negotiate, challenge or appeal the Withholding Instruction on behalf of the Purchaser.

3.13.4 The Seller shall keep the Purchaser fully informed of any action taken by it in relation to such negotiations, challenge or appeal, and shall consult with the Purchaser and shall promptly produce to the Purchaser copies of all relevant documents and correspondence in the Seller's possession (or in the possession of a member of the Seller's Group) associated with all such actions.

3.13.5 Subject to Clauses 3.13.6, 3.13.7, 3.13.8 and 3.13.9 but notwithstanding any other provision of this Agreement and irrespective of the time of Completion (whether before, after or during either the Conduct Period or the period of twelve (12) Business Days specified in Clause 3.13.2) the Purchaser shall not make any payment in respect of

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

6

Taxation as is demanded in the Withholding Instruction to the relevant Tax Authority during the period of twelve (12) Business Days specified in Clause 3.13.2 and the Conduct Period (if any) nor shall it make any filing, or admission of liability or other settlement in relation to such deduction or withholding.

3.13.6 If Completion occurs during the Conduct Period or prior to the expiry of the period of twelve (12) Business Days specified in Clause 3.13.2, the Purchaser may, subject to the provisions of Clauses 3.13.7 to 3.13.9 below, retain from the Completion Payment an amount equal to the amount demanded by way of deduction or withholding in the Withholding Instruction or if a demand or notice or assessment is made requiring deduction or withholding but without providing a specified sum, a reasonable estimate of the liability.

3.13.7 If before the expiry of the Conduct Period, or the period of twelve (12) Business Days specified in Clause 3.13.2, the relevant Tax Authority withdraws the Withholding Instruction or otherwise confirms that irrespective of the Withholding Instruction no such withholding or deduction is required then the Purchaser shall pay the amount retained by it in accordance with Clause 3.13.6 above to the Seller.

3.13.8 If during the Conduct Period the relevant Tax Authority amends or revises the Withholding Instruction or otherwise confirms that irrespective of the Withholding Instruction the amount of withholding or deduction required is lower than the amount first specified in the Withholding Instruction or withheld based on a reasonable estimate then the Purchaser shall pay to the relevant Tax Authority out of the amount retained by it in accordance with Clause 3.13.6 above the amount of withholding or deduction required, and shall pay the balance of such retained amount to the Seller.

3.13.9 If upon the expiry of the Conduct Period no withdrawal or amendment or revision of the Withholding Instruction has been issued by the relevant Tax Authority then the Purchaser shall pay the amount retained by it pursuant to Clause 3.13.6 above to the relevant Tax Authority.

3.13.10 If the Seller has made an election pursuant to Clause 3.13.2 above then the Seller shall indemnify the Purchaser and keep it harmless in respect of any loss suffered by the Purchaser as a result of or in connection with any negotiations, appeal or other challenge pursued by the Seller, provided that without the prior written consent of the Seller (not to be unreasonably withheld or delayed) the Purchaser shall not pay any penalties or interest for late payment which may be levied on or demanded from the Purchaser in connection with or as a result of any negotiations, appeal or other challenge pursued by the Seller, and further provided that the Purchaser (on being held harmless by the Seller in respect of any costs and loss arising therefrom) shall allow the Seller to contest, appeal or challenge such penalties and/or interest for late payment on behalf of the Purchaser (subject to the provisions of Clause 10 of the Tax Deed (Claims Procedure)).

3.13.11 If the Purchaser has made any deduction or withholding in accordance with the provisions of Clauses 3.11 to 3.13 (inclusive) it shall, to the extent such amount has not been paid to the Seller under Clause 3.13.7 or Clause 3.13.8, pay the amount so deducted or withheld to the relevant Tax Authority within three (3) Business Days upon the earlier of:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(A) thirteen (13) Business Days from the notice served under Clause 3.13.2 if the Seller does not respond to the notification or responds saying that it does not wish to negotiate, challenge or appeal;

(B) receiving notification of a lower amount due under Clause 3.13.8; or

(C) the expiry of the Conduct Period in the circumstances set out in Clause 3.13.9,

and shall provide evidence of such payment to the Seller, and all relevant certificates or other filings associated with such deduction or withholding.

3.14 The Purchaser commits not to seek from any Tax Authority any ruling or guidance in relation to Seller Related Withholding Tax, without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed), nor to take any voluntary steps which may give rise to a Withholding Instruction. In this context a voluntary step shall not include filings, notifications or reporting requirements to be made under Relevant Law in relation to the transaction or that the transaction has taken place including (but not limited to) press releases or announcements, returns or notices to regulators or exchanges (including NASDAQ), notices or consents from banks and other providers of finance, reporting the transaction for stamp duty purposes including to stamp a stock transfer form, circulars to shareholders, and making returns to company registries.

3.15 For the avoidance of doubt, nothing in Clauses 3.11 to 3.15 (inclusive) shall affect the Seller's rights or the Purchaser's rights under the provisions of the Tax Deed.

Currency conversion

3.16 For the purposes of calculating any adjustments or payments pursuant to this Clause 3 and Schedule 4, amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV on the:

3.16.1 date on which the Estimated Completion Balance Sheet and the certificate pursuant to Clause 3.3 are prepared; and

3.16.2 Completion Date for the purposes of Clause 3.4.

Unpaid Company Restructuring Expenses, Unpaid Change in Control Payments and Unpaid Company Transaction Expenses

3.17 Where, in this Agreement, there is a reference to Unpaid Company Restructuring Expenses, Unpaid Change in Control Payments and Unpaid Company Transaction Expenses which, pursuant to the terms of this Agreement, are paid by the Seller to the Purchaser (whether by way of an indemnity under Clauses 14.1.2 or 14.1.3 or as part of the calculation of the Purchase Price pursuant to this Clause 3), the Purchaser agrees, in each case, to use its reasonable endeavours to recover or procure the recovery of any recoverable Service Tax elements chargeable in respect of such matters (whether such recovery is by way of credit or refund and whether by a Group Company or any member of its fiscal group) and, to the extent an amount is so recovered, the Purchaser shall pay, or shall procure the payment of, such amount to the Seller within 10 Business Days: (i) in the case of a credit, after the latest date on which, but for the utilisation of that credit, Service Tax or an amount in respect of Service Tax would otherwise have been payable to a Tax Authority by the relevant Group Company or member of its fiscal group in order to avoid a liability to interest and/or penalties accruing; and/or (ii) in the case of a refund, after the date on which that refund is received by the relevant Group Company or member of its fiscal group.

4. CONDITIONS

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Conditions

4.1 Completion is conditional on the Conditions being satisfied or waived in accordance with the terms of this Agreement on or before the Longstop Date.

Waiver

4.2 The Purchaser may in its absolute discretion waive, either in whole or in part, at any time, by notice in writing to the Seller, any of the Conditions detailed in paragraph 2 of Schedule 2 other than the Condition set out at paragraph 2.7 of Schedule 2 which may only be waived jointly by the Parties in writing.

Satisfaction of Conditions

4.3 The Seller shall, at its own cost (save that the Purchaser shall bear its own costs in respect of the Competition Approvals), use its best endeavours to satisfy or procure the satisfaction of the Conditions set out at paragraphs 1, 2 and 3 of Schedule 2 as soon as reasonably practicable and in any event on or before the Longstop Date.

4.4 The Purchaser shall, at its own cost (save that the Seller shall bear its own costs in respect of the Competition Approvals), use its best endeavours to satisfy or procure the satisfaction of the Conditions set out at paragraphs 1, 2.7 and 3 of Schedule 2 as soon as reasonably practicable and in any event on or before the Longstop Date, provided, however, that nothing in this Agreement shall require, or be construed to require, the Purchaser to:

4.4.1 sell, transfer or otherwise dispose of (i) any Assets of the Purchaser or any of its Affiliates, or (ii) any Assets of any Group Company ***; or

4.4.2 agree to any other commitment, undertaking, modification, obligation, remedy, sanction or measure proposed by any Competition Authority, Regulatory Authority or Governmental Authority in connection with the transactions contemplated by this Agreement or any other Transaction Document; or

4.4.3 agree, undertake or commit to do any of the foregoing.

Notwithstanding the foregoing, with respect to Clauses 4.4.1 through 4.4.3, the Purchaser shall be required to sell, transfer or dispose of any Assets or agree to any remedy, sanction, commitment, undertaking, modification, obligation or measure having a similar effect to a sale, transfer or disposal with respect to any Assets, or agree to any of the foregoing (collectively, a "Commitment") (whether such Commitment relates to a Group Company, the Purchaser or any of its Affiliates, and whether such Commitment relates to a Product Registration, any application filed for a Product Registration, rights to a pharmaceutical product under development, services provided to a third party in respect of any pharmaceutical product or otherwise) that in any case would not reasonably be expected to materially and adversely affect the expected benefit of the transactions contemplated hereby to the Purchaser or its Affiliates (including the Group Companies after the Completion Date). For this purpose, a Commitment shall be deemed to materially and adversely affect the expected benefit of the transactions contemplated thereby if it imposes directly or indirectly an obligation to sell, transfer, dispose or agree to any remedy, sanction, commitment, undertaking, modification, obligation or measure having a similar effect to a sale, transfer or disposal in respect of any Assets (whether such Assets are of a Group Company, the Purchaser or any of its Affiliates, and whether such Assets are or relate to a Product Registration, any application filed for a Product Registration, rights to a pharmaceutical product under development, services provided to a third party in respect of any pharmaceutical product or otherwise) generating, in the aggregate, more than ***.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

9

4.5 Each of the Seller and the Purchaser shall keep the other reasonably informed in writing of its progress in satisfying the Conditions, including the provision of documentary evidence to the reasonable satisfaction of the other, and each of the Seller and the Purchaser shall promptly answer all reasonable enquiries of the other in this regard.

4.6 If at any time the Seller or the Purchaser becomes aware of a fact or circumstance that will or is reasonably likely to prevent a Condition being satisfied, it shall promptly inform the other and the Parties shall co-operate to ensure the Condition is satisfied so far as it is capable of satisfaction.

Submission of applications to the Competition Authorities

4.7 The Purchaser and the Seller each agree to make any required filings under the HSR Act.

4.8 The Purchaser will be primarily responsible for preparing the clearance applications or filings contemplated or required to be made jointly to obtain such competition approvals or clearances, or to answer any requests from any non-U.S. agency, entity or other government authority responsible for the enforcement of applicable antitrust, competition or merger control laws in the jurisdiction (together with the U.S. Federal Trade Commission and the U.S. Department of Justice, Antitrust Division, herein referred to as the relevant "Competition Authorities").

4.9 To the extent permitted by Applicable Law and subject to appropriate protections to confidential information and any privilege applicable to the Purchaser or the Seller, each Party undertakes that it will:

4.9.1 not submit, send, make or disclose any material notification, application, submission, communication or written information to a Competition Authority in relation to the subject matter of this Agreement or any other Transaction Document, either pre-or post-notification, without first:

(A) promptly providing the other Party with a copy of:

(1) a draft of such material notification, application, submission, communication or written information; and

(2) a notification as to the substance of any related proposed oral communications regarding material substantive matters with the relevant Competition Authority;

(B) giving the other Party an opportunity, reasonably in advance of filing to discuss such draft notification, application, submission, communication or written information before it is submitted, sent, made or disclosed to the relevant Competition Authority; and

(C) taking into account any reasonable comments provided by the other Party;

4.9.2 promptly notify the other Party of all substantive requests and enquiries from the relevant Competition Authority and those requests shall be dealt with by the Purchaser and the Seller jointly, as applicable;

4.9.3 promptly provide the other Party with copies of all substantive correspondence received by it from, or sent by it to, a relevant Competition Authority;

4.9.4 engage in reasonable consultation with the other Party, in preparing for all meetings with the relevant Competition Authority in relation to the Transaction and offer the other Party the opportunity to attend all such meetings (where permitted by the relevant Competition Authority);

4.9.5 to the extent permitted by Applicable Law, provide the other Party with reasonable access to information relating to the Competition Approvals; and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.9.6 keep the other Party promptly informed of progress of the applications for Competition Approvals.

Notification of Satisfaction or Waiver of Conditions

4.10 The Purchaser and the Seller shall notify the other (as applicable) of the satisfaction or waiver of each of the Conditions as soon as possible after such Condition has been satisfied or waived and in any event within two (2) Business Days of such satisfaction.

Extension of Longstop Date

4.11 If the Conditions have not been satisfied or waived on the day immediately before the expiry of the Initial Longstop Date and:

4.11.1 the Condition set forth in paragraph 1 of Schedule 2 is not satisfied and the legal prohibition giving rise to such non-satisfaction shall not have become final and non-appealable, then the Longstop Date shall be extended to the earlier of:

(A) a period of a further ninety (90) calendar days; and

(B) the date that is ten (10) Business Days after the Condition set forth in paragraph 1 of Schedule 2 has been satisfied or waived,

4.11.2 any other Condition has not been satisfied or waived, the Purchaser may elect at its sole discretion by notice in writing to the Seller to extend the Initial Longstop Date by a period of up to a further ninety (90) calendar days following the Initial Longstop Date.

5. CONDUCT OF BUSINESS BEFORE COMPLETION

Compliance

5.1 Compliance with the obligations in this Clause 5 is subject to Applicable Law.

Ordinary Course of Business

5.2 Subject to Clause 5.5 and Clause 5.6, or as otherwise agreed by the Purchaser in writing, pending Completion the Seller shall, and the Seller shall procure that each Group Company shall, continue to carry on the Agila Business in accordance with the Business Plan in all material respects and, where not inconsistent with the Business Plan, in accordance with the Ordinary Course of Business. The Seller shall carry on, and the Seller shall cause each Group Company to carry on, the Agila Business in material compliance with Applicable Laws and use its reasonable endeavours to procure that each Group Company shall use reasonable endeavours to preserve and protect its present relationships with customers, suppliers, distributors, employees, regulators, Governmental Authorities and other Persons with which the Seller has material business relations in connection with the Agila Business, in each case, as long as it is commercially reasonable to do so.

5.3 Pending Completion, the Seller shall:

5.3.1 without limiting the requirements set out in Clause 8.2, use reasonable endeavours to prepare and present separate financial information for the Agila Business, including issuing separate purchase orders and using separate ledgers and use reasonable endeavours to separate bank accounts with respect to the Agila Business;

5.3.2 ensure that each Group Company maintains its capital expenditure program and spending substantially in accordance with the Approved Capital Expenditure Budget and shall ensure that no Group Company shall fail to make, make or agree to make, capital commitments or expenditure deviating in any material respect from such budget (regardless of ultimate financial responsibility) without the prior written consent of the Purchaser; and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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5.3.3 subject to Applicable Law, promptly notify the Purchaser of any material Proceedings commenced, pending or threatened in writing against the Seller or any Group Company which relate to the Agila Business, this Agreement, any other Transaction Document or any of the transactions contemplated hereby.

Access

5.4 Pending Completion, the Seller shall procure that, upon the Purchaser giving reasonable notice to the Seller, and subject to such confidentiality and other restrictions as the Seller may reasonably require, the Purchaser is given such access as it may reasonably require during normal business hours to the Senior Employees and all the premises and facilities owned, leased or occupied by the Group Companies, including the Real Properties, and to all the books and records, documents, information, data, financial affairs (including the statutory books, minute books, contracts, customer lists, supplier lists and leases) and information, data and configurations relating to Software and Information Technology Systems (including for any Group Company, the source code in order to operate Information Technology Systems and Software custom developed or enhanced by the Seller or its Affiliates) of the Group, including the right to take copies of the same at the Purchaser's expense. Without limiting the foregoing, the Purchaser shall have the right to undertake a Phase I environmental investigation at any of the Real Properties, provided, that the Purchaser completes the site visits for such investigation within forty-five (45) calendar days after the execution of this Agreement; provided further, that subject to the prior written consent of the Seller, the Purchaser may also conduct a Phase II investigation (not subject to the 45-day period for the Phase I site visit) that includes the sampling of environmental media for contamination or building materials for the presence of asbestos-containing materials or building materials or lead, or potable water for the presence of lead or other contaminants.

Schedule

5.5 The Seller agrees to comply with the provisions set out in Schedule 3.

Exceptions

5.6 Pending Completion and notwithstanding any provisions of this Clause 5 and Schedule 3, the Seller may take, or procure the taking by any Group Company of, those actions required in connection with the Restructuring Steps or expressly required or expressly permitted by any of the Transaction Documents.

Pre-Completion Obligations

5.7 In addition and without prejudice to the Competition Approvals and the Novations, the Seller and the Purchaser shall each use its reasonable endeavours to obtain any approvals, consents or waivers of termination rights from any relevant authorities, lessors, lenders and other contracting parties required under Applicable Law or otherwise in connection with Completion.

No Alternative Transactions

5.8 The Seller and the Promoters covenant that, from the date of this Agreement until the Completion Date (or, if earlier, the date on which the Agreement is terminated), they shall not, and they shall ensure that the Seller Group Companies and the Group Companies and their respective representatives shall not, request, solicit, discuss, evaluate, negotiate or accept (whether directly or indirectly) any proposal or offer (whether formal or otherwise) from any Person other than the Purchaser in relation to any negotiations for a competing transaction involving the disposal of any equity interest in any Group Company or the disposal of all or a material part of the Agila Business.

Related Party Transactions

5.9 At least twenty (20) Business Days before Completion, but no earlier than twenty five (25) Business Days before Completion, the Seller shall provide the Purchaser with written details of all Related

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Party Transactions, including all Related Party Loans, as in effect on the date of this Agreement and as in effect on the date of such written notice (the "RPT Notice"). The Seller shall not, and shall procure that no Group Company shall, after the date of the RPT Notice, enter into any Related Party Transactions. No later than ten (10) Business Days before Completion, the Purchaser shall confirm in writing to the Seller, which (if any) of the Related Party Transactions notified to it by the Seller shall be settled or terminated on or prior to Completion (the "Terminating RPTs"). Upon receipt of such written notice, the Seller shall use its reasonable endeavours, at no expense or liability to any Group Company unless the Purchaser gives it prior written consent, to take such steps as are necessary to settle and terminate those Related Party Transactions specified in the RPT Notice, as soon as practicable thereafter and in any event prior to the Completion Date.

Entry into Ancillary Agreements

5.10 Prior to Completion each of the Seller and the Purchaser shall negotiate in good faith to agree upon the terms and conditions of:

5.10.1 the CEV Escrow Agreement and the Definitive Escrow Agreement, which shall be entered into at or prior to Completion consistent with the terms set forth in the CEV Term Sheet. The Seller and the Purchaser shall enter into the CEV Escrow Agreement and the Definitive Escrow Agreement in accordance with the provisions of the CEV Term Sheet as promptly as practicable following the date of this Agreement, and in any event, shall use their best endeavours to enter into the CEV Escrow Agreement and Definitive Escrow Agreement within forty five (45) Business Days of the date of this Agreement;

5.10.2 the Brand License Agreement, which shall be entered into at or prior to Completion consistent with the terms set forth in the Brand License Agreement Term Sheet; and

5.10.3 ***

(A) ***

(B) ***

Tender Notifications

5.11 From the date of this Agreement, the Seller shall update the Purchaser on a monthly basis (to a similar standard as provided to relevant Group management prior to the date of this Agreement) of Tenders which have been awarded to the Group between the date of this Agreement and the Completion Date.

Completion of Restructuring

5.12 The Seller shall use its reasonable endeavours to complete the Restructuring Steps as soon as practicable following the date of this Agreement and in any event prior to Completion.

Other Actions

5.13 The Parties will discuss in good faith the matters set forth in Appendix 14.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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6. COMPLETION

Completion Date

6.1 Subject to the final sentence of this Clause 6.1, Completion shall take place at the offices of the Purchaser's Solicitors at Four Times Square, New York, New York 10036 on such day as the Purchaser and Seller may agree in writing, being no earlier than the 2nd Business Day and no later than the 10th Business Day following the satisfaction or (if capable of waiver) waiver of all the Positive Conditions, provided that, immediately prior to Completion, the Negative Conditions are satisfied or have been waived, or at such other place or time as the Seller and Purchaser shall agree in writing. ***

Seller's Obligations

6.2 At Completion, the Seller shall observe and perform all of the provisions of Part 1 of Schedule 5.

Purchaser's Obligations

6.3 At Completion, the Purchaser shall observe and perform all of the provisions of Part 2 of Schedule 5.

Equitable Relief

6.4 Without prejudice to any other rights or remedies that the Parties may have, the Parties acknowledge and agree that monetary damages alone may not be an adequate remedy for a breach of a provision of this Agreement and that the Parties may seek (as they see fit) remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of this Agreement, entirely without prejudice to the rights of the Parties to make whatever arguments they consider appropriate as to why such remedies sought by the other party are inappropriate.

Limited Right to Terminate

6.5 Subject to Clause 6.6, neither the Purchaser nor the Seller shall have any right (including any right under common law or any right in respect of claims arising under or in connection with this Agreement, other than in the case of fraud or fraudulent misrepresentation) to rescind or terminate or fail to perform this Agreement and shall not be entitled to treat the Seller or the Purchaser, as applicable, as having repudiated this Agreement.

6.6 Notwithstanding Clause 6.5, this Agreement may be terminated:

6.6.1 by the Purchaser, by written notice to the other Parties, if:

(A) provided the Purchaser is not then in material breach of any of the Purchaser Warranties, or any of its undertakings, covenants or agreements contained in this Agreement, there has been a breach of any of the Fundamental Seller Warranties, and which breach if capable of being cured has not been cured within *** of discovery of the breach;

(B) the Seller is declared insolvent, or has filed any petition to initiate bankruptcy Proceedings, winding up Proceedings, suspension of payments, a creditor's arrangement or any other similar insolvency Proceedings; or

(C) a Material Adverse Effect has occurred which is incapable of remedy or, if reasonably capable of remedy, has not been remedied *** of the occurrence of the Material Adverse Effect.

6.6.2 by the Seller, by written notice to the other Parties, if:

(A) provided the Seller is not then in material breach of any of the Seller Warranties, or any of its undertakings, covenants or agreements contained in this Agreement, there has been a breach of any of the Purchaser Warranties, and which breach

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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if capable of being cured has not been cured or cannot be cured prior to the Longstop Date; or

(B) the Purchaser is declared insolvent, or has filed any petition to initiate bankruptcy Proceedings, winding up Proceedings, suspension of payments, a creditor's arrangement or any other similar insolvency Proceedings.

6.6.3 if, subject to Clause 4.11, one or more of the Conditions becomes incapable of satisfaction on or before the Longstop Date or, if it is a Condition which can be waived by a Party who has the benefit of such Condition (and for this purpose, the Parties acknowledge that the Seller has the benefit of the Conditions in paragraphs 1, 2.7 and 3 of Schedule 2 and the Purchaser has the benefit of the Conditions in paragraphs 1, 2 and 3 of Schedule 2), has not been waived by written notice to the other Parties within ten (10) Business Days of such Condition becoming incapable of satisfaction,

and the provisions of Clause 15 (Surviving Provisions) shall apply.

Termination of 401(k) Plan

6.7 The Seller shall use reasonable endeavours to terminate any Group Company Benefit Plan intended to qualify under Section 401(a) of the Code, effective not later than the last Business Day immediately preceding Completion (each such plan, a “Seller 401(k) Plan”). Effective as of Completion, the Purchaser shall establish or designate a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) of the Code which includes a cash or deferred arrangement under Section 401(k) of the Code (the “Purchaser 401(k) Plan”), which shall accept eligible rollover distributions within the meaning of Section 402(c)(4) of the Code that are distributed from the Seller 401(k) Plan for any participant in the Seller 401(k) Plan who continues in employment with the Purchaser and its Affiliates on and after Completion, who elects to receive a distribution from the Seller 401(k) Plan and who elects for such distribution to be rolled over to the Purchaser 401(k) Plan. Neither this Clause 6.7 nor any other provision of this Agreement shall create any third-party beneficiary or other rights in any current or former employee, director or other service provider of a Group Company, including rights in respect of any benefits that may be provided under any Group Company Benefit Plan (or any benefit plan which may cover such individuals following the Completion Date) and/or rights to continued employment or service with Purchaser or its Affiliates.

7. TREATMENT OF JOINT VENTURES; WAIVERS AND AMENDMENTS OF CONTRACTS

7.1 ***

Other Arrangements

7.2 The Seller and the Purchaser will comply with the provisions of Appendix 11 and Appendix 15.

Waiver and Amendment of Contracts

7.3 Following the execution hereof, and in any event within *** hereof, the Seller and the Purchaser shall jointly notify the Transaction to the counterparties to the agreements set forth in Appendix 8. Prior to Completion, unless otherwise directed by the Purchaser, the Seller and the Purchaser shall use *** to enter into direct joint negotiations with such counterparties (as applicable) regarding the amendment or waiver of the provisions set forth in Appendix 8 in a manner and on terms and conditions reasonably satisfactory to the Purchaser. ***

Termination of Contracts

7.4 The Seller shall take *** to terminate the Third Party Terminating Contracts at or prior to Completion.

8. GROUP FINANCING; DELIVERY OF FINANCIAL STATEMENTS; PURCHASER FINANCING

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

15

Payoff Letters and Payoff Amount

8.1 No later than five (5) Business Days prior to the Completion Date, the Seller shall deliver to the Purchaser the Payoff Letter, which shall specify the Payoff Amount and the name(s) of and details of the bank account(s) of the lender(s) of the Bank Debt (the "Existing Lenders") into which the Payoff Amount shall be transferred at Completion.

Pursuant to Clause 3.2.2, at Completion, the Purchaser shall transfer an amount in US Dollars in cleared funds equal to the Payoff Amount to the account(s) of the Existing Lenders specified in the Payoff Letter. Upon the transfer of the Payoff Amount to such accounts, and receipt of a written confirmation from the Existing Lenders that the Payoff Amount has been duly received in the relevant account(s) any Encumbrances over the assets of any Group Companies securing the Bank Debt and held by the Existing Lenders or any agents or trustees on their behalf shall be automatically released, and no Group Company or the Seller shall have any further liability in respect thereof.

Delivery of Financial Statements

8.2 Between the date hereof and the Completion Date, the Seller shall provide to the Purchaser copies of unaudited financial information, namely: (i) quarterly financial statements of the Specialty Entities in the form of the PCFS accompanied by the Deloitte Review Report as soon as available (and in any event within *** calendar days after the end of such three-month period) and (ii) monthly financial statements of the Group in the form substantially consistent with that made available to the Group's management, as soon as available (and in any event within *** calendar days after the end of such month), beginning with the month ended the date hereof, which in all cases shall be prepared in accordance with Indian GAAP.

8.3 The Final Individual Accounts shall be provided by the Seller to the Purchaser as soon as practicable following the date of this Agreement and in any event no later than *** calendar days after the date of this Agreement.

8.4 The Final Limited Review Accounts shall be provided by the Seller to the Purchaser as soon as practicable following the date of this Agreement and in any event no later than *** calendar days after the date of this Agreement.

Cooperation with Purchaser

8.5 Subject to Clauses 8.6 and 8.7, the Seller shall (and each Group Company shall) provide to the Purchaser, such cooperation as may be reasonably requested by the Purchaser in order to provide reasonable assistance with the raising of any financing necessary for the Purchaser to consummate the sale and purchase of the Shares pursuant to this Agreement (the "Financing") and co-operation for the other activities listed below, by (i) using its reasonable endeavours to facilitate the provision by Representatives of the Seller (and each Group Company) of financial or related information regarding the Group Companies reasonably requested by the Purchaser in connection with the Financing; (ii) providing such additional information as may reasonably be required by the Purchaser in connection with the Financing; (iii) using reasonable endeavours, at the Purchaser's cost, to have its auditors provide assistance in connection with the Financing including requesting its auditors to provide reasonable co-operation in connection with the Financing and to provide customary comfort letters; (iv) using best endeavours, at the Purchaser's cost, to have prepared the US GAAP Audit; and (v) using best endeavours, at the Purchaser's cost, to facilitate the preparation of any separate US GAAP audits of the combined or consolidated Group, which the Purchaser reasonably concludes are necessary for Securities and Exchange Commission or other regulatory filing purposes. Any failure of the Seller to comply with this Clause 8.5 shall be without prejudice to the obligations of the Purchaser under this Agreement, including (but not limited to) Clause 3.2 (Payments at Completion). All information provided pursuant to this Clause 8.5 shall be subject to the provisions of Clause 16.2 (Confidentiality).

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

16

8.6 Nothing contained in Clause 8.5 shall require any cooperation to the extent that such cooperation would interfere unreasonably with the business or operations of the Seller or the Group Companies and no Group Companies nor any of their Representatives shall be required to issue or take responsibility or liability for any part of any offering or information document.

8.7 Neither the Seller nor any of the Group Companies shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment in connection with the Financing or any of the foregoing prior to Completion. The Purchaser shall, promptly upon request by the Seller or any of the Group Companies, reimburse the Seller or the Group Companies for all reasonable out-of-pocket costs incurred by the Seller or the Group Companies in connection with this Clause 8 and indemnify and hold harmless the Seller and the Group Companies and their respective Representatives from and against any and all costs or expenses (including reasonable out-of-pocket attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the compliance by the Seller and the Group Companies with Clause 8.5, the arrangement of the Financing and any information utilized in connection therewith. The Purchaser shall, promptly upon request by the Seller or the Group Companies, reimburse the Seller or the Group Companies for all reasonable out-of-pocket costs incurred by the Seller or the Group Companies in connection with Clause 8.5.

9. POST-COMPLETION OBLIGATIONS

Obligations of the Purchaser

9.1 The Purchaser undertakes to the Seller to give effect to the matters in Part 1 of Schedule 7.

Obligations of the Seller

9.2 The Seller undertakes to the Purchaser to give effect to the matters set out in Part 2 of Schedule 7.

Contracts

9.3 The provisions of Part 3 of Schedule 7 shall apply in relation to the Transferring Contracts.

10. SELLER AND PROMOTER WARRANTIES

Seller Warranties

10.1 The Seller warrants to the Purchaser in the terms of the Seller Warranties on the date of this Agreement.

10.2 The Seller Warranties shall be deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing as if references in the Seller Warranties to the date of this Agreement were references to the date of Completion except to the extent any such warranty expressly speaks as at an earlier date. Absent fraud or fraudulent misrepresentation, the sole remedy for a breach of Seller Warranty repeated at Completion is set out in Clause 10.10.

10.3 Each Seller Warranty shall be separate and independent and, save as expressly provided otherwise, no Seller Warranty shall be limited by reference to any other Seller Warranty or by any provision of this Agreement or any other Transaction Document (other than the provisions of this Clause 10 (Seller and Promoter Warranties), Clause 11 (Limitations on Liability) and the Disclosure Letter).

Promoter Warranties

10.4 Each Promoter warrants to the Purchaser in the terms of the Promoter Warranties on the date of this Agreement.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

17

10.5 The Promoter Warranties shall be deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing as if references in the Promoter Warranties to the date of this Agreement were references to the date of Completion except to the extent any such warranty expressly speaks as at an earlier date. Absent fraud or fraudulent misrepresentation, the sole remedy for a breach of Promoter Warranty repeated at Completion is set out in Clause 10.10.1.

10.6 Each Promoter Warranty shall be separate and independent and, save as expressly provided otherwise, no Promoter Warranty shall be limited by reference to any other Promoter Warranty or by any provision of this Agreement or any other Transaction Document (other than the provisions of this Clause 10.6 (Promoter Warranties), Clause 11 (Limitations on Liability) and the Disclosure Letter).

Promoter Undertakings

10.7 Each Promoter undertakes to notify the Purchaser in writing promptly if such Promoter becomes aware of any matter, fact or circumstance which is or could reasonably be expected to be in breach of the Promoter Warranties.

10.8 Each Promoter undertakes that it will not take steps or actions that would prevent the consummation of the transactions contemplated by this Agreement.

Breach of Seller Warranties or Promoter Warranties immediately before Completion

10.9 The Purchaser shall not be entitled to claim that any event, fact, matter or circumstance causes any of the Seller Warranties repeated immediately before Completion (other than the Fundamental Seller Warranties) in accordance with Clause 10.2 to be breached if (i) it has been fairly disclosed in the Completion Disclosure Letter (provided that any fact, event, matter or circumstance in respect of which a disclosure has been made in the Completion Disclosure Letter has occurred since the date of this Agreement and was not a result of direct or indirect action or inaction by the Seller or any Group Company which resulted in a breach of any covenant or undertaking in this Agreement) or (ii) it has been fairly disclosed ***.

10.10 If any breach of a Seller Warranty or a Promoter Warranty repeated pursuant to Clause 10.2 or Clause 10.5 as applicable, constitutes a Material Adverse Effect, the Purchaser may elect either to:

10.10.1 terminate this Agreement and such other Transaction Document as might have been executed (and in such circumstances shall have no claim for breach of such repeated warranty) by written notice to the other Parties; or

10.10.2 proceed to Completion notwithstanding such breach and in the event the Purchaser proceeds to Completion the Purchaser shall have the right, subject to Clauses 10.9 and Clause 11 (Limitations on Liability), to claim for such breach except (i) in circumstances where ***.

10.11 ***

Seller's Knowledge

10.12 Where any of the Seller Warranties are qualified by the expression "so far as the Seller is aware" or any similar expression, that Seller Warranty shall be deemed to include an additional statement that for this purpose it has been made after the Seller has made due and careful enquiries of those persons whose names are set out in Appendix 10.

No Claims against the Group

10.13 Save in cases of fraud or fraudulent misrepresentation, the Seller and the Promoters agree and undertake to the Purchaser (for the Purchaser itself and as agent for each of its Affiliates and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

18

each other individual or entity referred to in this Clause 10.13) that it has no rights or claims against and shall not make any claim against the Purchaser or any of its Affiliates, any Group Company or against any Person who is a present or former director, officer or employee of any of the foregoing in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any Group Company or any such director, officer of employee in connection with the giving of any warranty or undertaking in this Agreement, the Tax Deed or any other Transaction Document or on whom the Seller or the Promoters may have relied before agreeing to any term of or entering into any Transaction Document or authorising any statement in the Disclosure Letter (including in respect of any information or documentation supplied or omitted to be supplied by such Person in connection therewith).

10.14 The only warranties given in respect of Tax are the Tax Warranties, and none of the other Seller Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of Tax and the Purchaser acknowledges and agrees that the Seller makes no other warranty as to Tax.

11. LIMITATIONS ON LIABILITY

11.1 The Seller's and the Promoters liability for claims under the Transaction Documents shall be limited or excluded, as the case may be, as set out in Schedule 9.

11.2 The provisions of Schedule 9 apply notwithstanding any other provision of this Agreement to the contrary and shall not cease to have effect as a consequence of any termination of any other provisions of this Agreement.

11.3 The limitations on the liability of the Seller and the Promoters set out in Schedule 9 shall not apply in relation to the extent that the relevant claim is in respect of fraud or fraudulent misrepresentation of the Seller.

12. PURCHASER WARRANTIES AND UNDERTAKINGS

Purchaser Warranties

12.1 The Purchaser warrants to the Seller in the terms of the Purchaser Warranties on the date of this Agreement.

Preservation of Information

12.2 The Purchaser undertakes to the Seller that it shall, and shall procure that its Affiliates shall preserve all books, records and documents of or relating to the Group existing at Completion to the extent that such books, records and documents relate to the Agila Business and to the period up to Completion, in accordance with the Purchaser's document retention policies but in any event for applicable statutory limitation periods. Subject to the provisions of Clauses 16.2 to 16.4 (each inclusive), the Purchaser shall permit and allow and shall procure that its Affiliates shall permit and allow, upon receipt of a reasonable request made by or on behalf of the Seller's Group on reasonable advance notice and during normal business hours, the employees, agents and professional advisers of the Seller (at the Seller's cost) reasonable access to such books, records and documents and to inspect and make copies of them; provided; that such access does not (i) unreasonably disrupt the normal operations of the Agila Business; (ii) result in the waiver of any attorney- client privilege or the disclosure of any trade secrets; or (iii) violate any Applicable Law or breach the terms of any applicable contract in a manner that is not insignificant.

Return of Seller Information

12.3 If this Agreement terminates in accordance with its terms, the Purchaser undertakes to the Seller that, upon written request by the Seller, the Purchaser shall at its discretion promptly either destroy or deliver to the Seller, or procure the destruction or delivery to the Seller of, all accounts, records,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

19

documents and papers of or relating to any Seller Group Company or any Group Company which have been made available to it in connection with the Transaction (together, "Seller Information"). Such obligation shall not apply to any computer records or files that have been created pursuant to the automatic archiving and back-up procedures of the Purchaser or any of its Affiliates, the deletion or removal of which is not technically reasonable or prohibited by the policies of the Purchaser or any of its Affiliates provided that such computer records or files are kept confidential in accordance with the terms of this Agreement. Neither the Purchaser nor any of its Affiliates shall be required to destroy or deliver to the Seller any reports, notes or other material prepared by or on behalf of the Purchaser or any of its Affiliates which incorporate or derive from any Seller Information, provided that such reports, notes or other material are kept confidential in accordance with the relevant terms of this Agreement.

D&O Insurance

12.4 Prior to Completion, the Purchaser shall use its commercially reasonable endeavours to obtain and fully pay for a single premium "tail" policy, with a claims period of *** from the Completion Date, on the current directors' and officers' liability insurance policies maintained by the Company covering acts or omissions occurring at or prior to the Completion Date with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policies on terms and scope with respect to such coverage, and in amounts, not less favourable to such individuals than those of such policies in effect on the date hereof, ***.

Provision of Information to Insurers

12.5 Subject to the following provisions of this Clause and to the provisions of Clauses 16.2 to 16.4 (each inclusive), if at any time after the Completion Date, the Seller wishes to insure against its liabilities in respect of any Claims and/or Tax Deed Claims the Purchaser shall, and shall procure that each Group Company shall, provide such information in relation to this Agreement and the Group Companies as a prospective insurer and/or insurance broker may reasonably require before effecting the insurance. The Seller shall bear the reasonable costs of the provision of such information. The Purchaser and each Group Company are under no obligation to provide such information if the insurer and/or insurance broker have failed to undertake in writing to keep such information confidential to the reasonable satisfaction of the Purchaser or the relevant Group Company or the disclosure of such information is prohibited by Applicable Law.

13. PROTECTION OF PURCHASER'S INTERESTS

Definitions

13.1 In this Clause 13:

13.1.1 "Competing Business" means developing, manufacturing, distributing, marketing or selling any injectable, parenteral, ophthalmic or oncology pharmaceutical products for human use in any country in which the Agila Business is conducted.

13.1.2 "Recognised Stock Exchange" has the meaning given to it in section 1137 of the CTA 2010 and shall include each of the Bombay Stock Exchange and the National Stock Exchange of India.

Competition, Customers, Employees and Confidentiality

13.2 Subject to Clause 13.7, each of the Promoters and the Seller covenants with the Purchaser that from Completion:

13.2.1 until the expiration of *** from Completion, no member of the Seller's Group nor any of the Promoters shall (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged, concerned or interested economically or otherwise in any manner

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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in a Competing Business save that the Promoters (severally) and the Seller's Group may purchase or hold purely for financial investment purposes:

(A) up to *** of the securities (or any class of securities) of any company whose securities are quoted or dealt on a Recognised Stock Exchange, provided that they do not grant, directly or indirectly, management functions or any material influence in that company; and

(B) up to *** of the securities (or any class of securities) of a company whose securities are not so quoted or dealt, provided that they do not grant, directly or indirectly, management functions or any material influence in that company; and

13.2.2 until the expiration of *** from Completion, no member of the Seller's Group nor any of the Promoters shall (whether alone or jointly with another and whether directly or indirectly) solicit from any Group Company any Person who is or was at any time during the prior *** period, a Senior Employee with a view to inducing that Person to leave such employment or engagement with any Group Company or solicit or offer to employ any Person employed by the Purchaser or any of its Affiliates. Nothing in this Clause 13 is intended to restrict the ability of either of the Promoters or any member of the Seller's Group from:

(A) soliciting or employing any Senior Employee whose employment was terminated more than *** prior to such date or has ceased to be employed by any member of the Group for at least ***; or

(B) publishing and hiring through general advertisements or solicitation not specifically targeted to such Senior Employee.

13.3 For the purposes of Clause 13.2.1(A) and 13.2.1(B), any transactions undertaken by members of the Seller's Group shall be aggregated and treated as undertaken by a single member.

13.4 The Purchaser covenants with the Seller that until the Completion Date (or, if Completion does not take place in accordance with this Agreement, until *** of the Longstop Date) neither the Purchaser, nor any of its Affiliates, shall solicit from any Group Company any Person who is a Senior Employee with a view to inducing that Person to leave such employment or engagement with any Group Company. Nothing in this Clause 13 is intended to restrict the ability of the Purchaser, nor any of its Affiliates, from:

13.4.1 soliciting or employing any Senior Employee whose employment was terminated *** prior to such date or has ceased to be employed by any member of the Group, the Agila Group or any member of the Seller's Group for ***; or

13.4.2 publishing and hiring through general advertisements or solicitation not specifically targeted to such Senior Employee.

Benefit of Restrictions

13.5 The restrictions entered into by:

13.5.1 the Seller and each Promoter in Clause 13.2 are given to the Purchaser for itself and to its Affiliates and for each Group Company. The Seller and each Promoter agrees that any Group Company shall be able to enforce this provision against the Seller for the purposes of Clause 16.9; and

13.5.2 the Purchaser in Clause 13.4 are given to the Seller for itself and for each Seller Group Company. The Purchaser agrees that any Seller Group Company shall be able to enforce this provision against the Purchaser for the purposes of Clause 16.9.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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13.6 The Seller and each Promoter hereby acknowledges that each restriction entered into by the Seller and each Promoter is an entirely independent restriction and is no greater than is reasonably necessary to protect the interests of the Purchaser and its Affiliates and does not bear harshly upon it. If any restriction entered by the Seller, each Promoter or the Purchaser shall be held void or unenforceable for any reason whatsoever but would be valid if deleted in part or reduced in its scope or application, then that restriction shall apply with such modifications as may be necessary to make it valid, effective and enforceable.

Exceptions

13.7 Notwithstanding Clause 13.2.1, the Promoters and members of the Seller's Group *** (as applicable) may undertake the following:

13.7.1 ***

13.7.2 ***

13.7.3 ***

13.7.4 ***

13.7.5 ***

13.7.6 ***

13.7.7 ***

13.7.8 ***

13.7.9 ***

13.8 Following Completion, and for a period of *** from the Completion Date, save as permitted by Clause 13.2.1, the Promoters shall be prohibited from acquiring any interest in, partnering with, forming a joint venture with, merging or combining with (a "Combination Transaction") a business which is a Competing Business. However, either of the Promoters may enter into a Combination Transaction with a Person where a Competing Business contributes *** (the "Competing Division"). In such case, the relevant Promoter must ensure that the Competing Division is disposed of as soon as practicable and in any event within *** from the date the relevant interest was acquired. The Purchaser agrees that, provided the Promoter complies with this provision, it will not be deemed to be in breach of Clause 13.2 in connection with the acquisition of such interest.

14. SELLER INDEMNITIES

14.1 Subject to Clause 14.2, from and after the Completion Date, the Seller shall indemnify, defend and hold harmless on an after-Tax basis the Purchaser and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companies) (the "Purchaser Indemnitees"), from and against all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to:

14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to:

(A) the presence of any Dangerous Substance in the Environment:

(1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, or

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

22

(2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or

(B) the discharge or emission of any Dangerous Substances in the Environment:

(1) at or from the Real Property as of or prior to the Completion Date, or

(2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or

(C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or

(D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date,

Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9);

14.1.2 Unpaid Company Restructuring Expenses;

14.1.3 Unpaid Company Transaction Expenses;

14.1.4 the Seller's failure to terminate the Terminating RPTs at Completion in accordance with Clause 5.9;

14.1.5 any business retained by the Seller (excluding commercial arrangements or disputes between the Purchaser Indemnitees or the Group Companies, on the one hand, and the Seller Group, on the other hand, other than pursuant to the Transaction Documents);

14.1.6 ***

14.1.7 ***

14.1.8 ***;

14.1.9 ***

14.1.10 ***

14.1.11 ***

Environmental Losses

14.2 The Seller shall not be liable to the Purchaser for any Environmental Losses under Clause 14.1.1:

14.2.1 ***

14.2.2 ***

14.2.3 ***

14.2.4 ***

14.2.5 ***

14.2.6 ***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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14.2.7 ***

14.2.8 ***

15. SURVIVING PROVISIONS

On termination of this Agreement, other than Clauses 1 (Interpretation), this Clause 15 (Surviving Provisions), 16 (Miscellaneous), 17 (Notices), 18 (Governing Law) and 19 (Arbitration), all provisions shall automatically terminate with immediate effect and each Party's rights and obligations other than those specified in the above mentioned Clauses shall cease immediately on termination. Such termination shall not affect the rights and obligations of the Promoters, the Seller or the Purchaser existing before termination.

16. MISCELLANEOUS

Announcements

16.1 Subject to the remaining provisions of this Clause 16.1, no Party shall release any announcement or, except as provided in this Agreement, despatch any announcement or circular, relating to this Agreement unless the form and content of such announcement or circular have been submitted to, and consented to in writing by, the other Parties (such consent not to be unreasonably withheld, conditioned or delayed). Nothing in this Clause 16.1 shall prohibit any Party from making any announcement or despatching any circular as required by law or the rules of the Bombay Stock Exchange, the NASDAQ Stock Market or of the National Stock Exchange of India or any other stock exchange or regulatory authority or body in which case, the announcement shall only be released or the circular despatched after consultation with the other Parties and after taking into account the reasonable requests of the other Parties as to the content of such announcement or circular.

Confidentiality

16.2 Each Party undertakes to the others that, subject to Clause 16.3, unless the prior written consent of the other Parties shall first have been obtained it shall, and shall procure that its officers, employees, advisers and agents shall keep confidential and shall not by failure to exercise due care or otherwise by any act or omission disclose to any Person, or use or exploit commercially for its or their own purposes, any of the confidential information of the other Parties. For the purposes of this Clause 16.2, "confidential information" is the contents of this Agreement, a Transaction Document and any other agreement or arrangement contemplated by this Agreement and:

16.2.1 information of whatever nature concerning the business, finances, assets, liabilities, dealings, transactions, intellectual property, know-how, customers, suppliers, processes or affairs of the other Parties, or any of their Affiliates from time to time; and

16.2.2 any information which is expressly indicated to be confidential in relation to the Party disclosing it (or in relation to any of its Affiliates from time to time);

which any Party may from time to time receive or obtain (verbally or in writing or in disk or electronic form) from any other Party as a result of negotiating, entering into, or performing its obligations pursuant to this Agreement and provided that such information concerning the Group in relation to the period before Completion shall not be confidential information of the Seller's Group following Completion but shall be confidential information of the Purchaser following Completion and, for the avoidance of doubt, such information concerning the Group in relation to the period after Completion shall be confidential information of the Purchaser.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

24

16.3 The consent referred to in Clause 16.2 shall not be required for disclosure by a Party of any confidential information:

16.3.1 to its or its Affiliates' officers, employees, advisers and agents, in each case, as may be contemplated by this Agreement or, to the extent required to enable such Party to carry out its obligations under this Agreement and who shall in each case be made aware by such Party of its obligations under this Agreement and shall be required by such Party to observe the same restrictions on the use of the relevant information as are contained in Clause 16.2;

16.3.2 subject to Clause 16.4, to the extent required by Applicable Law or by the regulations of any stock exchange or regulatory authority or body to which such Party is or may become subject or pursuant to any order of court or other competent authority or tribunal;

16.3.3 to the extent that the relevant confidential information is in the public domain otherwise than by breach of this Agreement by any Party;

16.3.4 which is disclosed to such Party by a third party who is not in breach of any undertaking or duty as to confidentiality whether express or implied;

16.3.5 which that Party lawfully possessed prior to obtaining it from another;

16.3.6 to any professional advisers to the disclosing party who are bound to the disclosing party by a duty of confidence which applies to any information disclosed; or

16.3.7 to any other Party to this Agreement or pursuant to its terms.

16.4 If a Party becomes required, in circumstances contemplated by Clause 16.3.2, to disclose any information such Party shall (save to the extent prohibited by Applicable Law) give to the other Parties such notice as is reasonably practical in the circumstances of such disclosure and shall co-operate with the other Parties, having due regard to the other Parties' views, and to the extent legally permissible and reasonably practicable take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of any such disclosure.

No partnership

16.5 Nothing in the Agreement or in any document referred to in it shall constitute any of the Parties a partner of any other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.

Assignment

16.6 Subject to Clauses 16.7 through to 16.8 (each inclusive), this Agreement shall be legally binding on and inure for the benefit of the successors, assigns and personal representatives of the Parties, but no Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties.

16.7 The rights and obligations of the Purchaser pursuant to this Agreement or any other Transaction Document may be assigned and transferred by the Purchaser to a subsidiary of the Purchaser which is wholly or substantially owned, directly or indirectly, by the Purchaser (the "Assignee") and the Purchaser shall guarantee in the terms set out in Schedule 6 to the Seller the punctual discharge by the Assignee of its obligations of whatever nature under this Agreement or any other Transaction Documents to which it is a party (including any liabilities which the Assignee may incur in connection with this Agreement or such other Transaction Documents and promises to pay on demand any sum (together with any interest accrued thereon) which the Assignee is liable to pay under this Agreement or other Transaction Documents.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

25

16.8 If at any time the Assignee ceases to be wholly or substantially owned, directly or indirectly, by the Purchaser then before it ceases to be an Assignee, the Purchaser and the Assignee shall each be under a duty to procure an assignment and transfer of the rights and obligations of the Assignee under this Agreement or any other Transaction Documents to which it is a party back to the Purchaser or another Assignee.

Third party rights

16.9 Save as otherwise expressly provided herein, no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a Person who is not a Party to this Agreement.

Entire agreement

16.10 Each of the Parties confirms on behalf of itself and its Affiliates that this Agreement and the Transaction Documents represent the entire understanding, and constitute the whole agreement, in relation to their subject matter and supersede and prevail over any previous agreements between the Parties with respect thereto and, without prejudice to the generality of the foregoing, exclude any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.

16.11 Each Party confirms on behalf of itself and its Affiliates that:

16.11.1 in entering into this Agreement it has not relied on any representation, warranty, collateral contract, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out in this Agreement; and

16.11.2 in any event, without prejudice to any liability for, or remedy in respect of, fraud, fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, collateral contract, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with this Agreement or any other Transaction Document are those pursuant to this Agreement or such Transaction Document, and for the avoidance of doubt and without limitation, no Party has any other right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in this Agreement).

Unenforceable provisions

16.12 If any provision or part of this Agreement is void or unenforceable due to any Applicable Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect.

Effect of Completion

16.13 So far as it remains to be performed this Agreement shall continue in full force and effect after Completion. The rights and remedies of the Parties shall not be affected by Completion.

Waiver

16.14 The rights and remedies of the Parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other Party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of the Parties. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

Variation

16.15 No variation of this Agreement (or any of the documents referred to in it) shall be valid unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each of

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

26

the Parties. The expression "variation" includes any amendment, variation, supplement, deletion or replacement however effected.

Counterparts

16.16 This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered shall be an original but all the counterparts together constitute one instrument.

No set-off, deduction or counterclaim

16.17 ***

Costs

16.18 The Parties shall pay their own costs in connection with the preparation and negotiation of this Agreement and any matter contemplated by it.

Language

16.19 This Agreement was negotiated in English and, to be valid, all certificates, notices, communications and other documents made in connection with it shall be in English. If all or any part of this Agreement or any such certificate, notice, communication or other document is for any reason translated into any language other than English the English text shall prevail. Each of the Parties understands English and is content for all communications relating to this Agreement to be served on it in English.

Time of the essence

16.20 Any date or period may be extended by mutual agreement between the Parties, but time shall be of the essence as regards any date or period originally fixed or any date or period extended pursuant to this Clause 16.20.

Timing of Execution

16.21 This Agreement shall be signed by way of separate counterparts first by the Seller and then by the Purchaser and shall be treated as executed only when the Purchaser signs its counterpart. Subject to clause 16.23 below, the Parties agree that this Agreement shall be dated as of the date in New York at the time the Purchaser signs its counterpart.

Further Assurances

16.22 Each of the Parties shall after Completion execute all such deeds and documents and do all such things as are required to perfect the transactions intended to be effected under, or pursuant to, this Agreement so as to give the Parties the full benefit of the provisions of this Agreement.

Amendment and Restatement

16.23 In consideration for accepting the rights and assuming the obligations ascribed to them under this Agreement, the Parties hereby agree that the Original Agreement shall be amended and restated in its entirety in the form set out in this Agreement. The Parties hereby agree that this Agreement is executed on 5 April 2013 but that for all purposes it shall have an effective date of 27 February 2013.

17. NOTICES

17.1 A notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it:

17.1.1 must be in writing;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

27

17.1.2 must be left at or delivered by courier to the address of the addressee and marked for the attention of the Person so specified, or to such other address and/or marked for the attention of such other Person, as the relevant Party may from time to time specify by notice given in accordance with this Clause 17.

The relevant details of each Party at the date of this Agreement are:

Seller

Address: Corporate Office: Strides House, Bilekahalli, Bannerghatta Road, Bangalore - 560 076, India

Attention: Mr Arun Kumar, Group CEO and Managing Director and Nasser Kabir, Senior Vice President Legal

With a copy to: Alan Montgomery, Robert Moore and James Sell at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG.

Purchaser

Address: 1500 Corporate Drive

Canonsburg, Pennsylvania 15317 U.S.A.

Attention: General Counsel

With a copy to: Mr Eric Cochran and Ms Marie Gibson at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York 10036-6522

17.1.3 for the avoidance of doubt, notices sent by electronic mail (if sent) will not constitute valid service pursuant to this Clause 17.1.

17.2 In the absence of evidence of earlier receipt, any notice shall take effect from the time that it is deemed to be received in accordance with Clause 17.3.

17.3 Subject to Clause 17.4, a notice is deemed to be received:

17.3.1 in the case of a notice left at the address of the addressee, upon delivery at that address; and

17.3.2 in the case of a couriered notice on the third day after delivery to the courier service provider.

17.4 A notice received or deemed to be received in accordance with Clause 17.3 on a day which is not a Business Day or after 5 p.m. on any Business Day according to local time in the place of receipt, shall be deemed to be received on the next following Business Day.

17.5 Each Party undertakes to notify all of the other Parties by notice served in accordance with this Clause 17 if the address specified herein is no longer an appropriate address for the service of notices.

18. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

28

19. ARBITRATION

19.1 Except to the extent any dispute must be submitted to an expert for determination under any other provision of this Agreement, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination (including any non-contractual dispute or claim) ("Dispute") shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration then in force, which rules (the "Rules") are deemed to be incorporated by reference in this Clause 19.

19.2 The number of arbitrators shall be three.

19.3 The language of the arbitration shall be English.

19.4 The claimant (or claimant parties jointly) shall nominate one arbitrator and the respondent (or respondent parties jointly) shall nominate one arbitrator, both within fifteen (15) calendar days after the expiry of the period during which parties can exercise their right to joinder prior to the constitution of the Arbitral Tribunal or intervention. If the claimant or claimant parties and/or the respondent or respondent parties fail to nominate an arbitrator by that deadline, then the parties to the arbitration shall have thirty (30) additional calendar days to agree on a panel of three arbitrators. If they cannot agree by that deadline, all three arbitrators shall be appointed by the LCIA Court in accordance with the Rules.

19.5 The seat of the arbitration shall be London, England. The Parties expressly agree that leave to appeal under Section 45 or Section 69 of the English Arbitration Act 1996 may not be sought with respect to any question of law arising in the course of the arbitration or with respect to any award made.

19.6 The law of the arbitration agreement (including as to its scope and validity) shall be English law.

19.7 The Parties agree that no Proceedings shall be brought in the courts of India under or in connection with this Agreement (including non-contractual claims), save for the purpose of enforcing an arbitral award. The Parties agree that Part I of the Indian Arbitration and Conciliation Act 1996 shall have no application to any arbitration under this Clause 19 or any such enforcement proceedings.

19.8 Subject to Clause 19.7 above, the Parties submit to the non-exclusive jurisdiction of the English Courts located in London, England (the "English Courts") to compel arbitration, for any action in aid of arbitration or for interim or provisional remedies in aid of arbitration and for the enforcement of any arbitral award rendered hereunder. The Parties hereby unconditionally and irrevocably waive any right to stay or dismiss any such Proceeding brought before the English Courts on the basis of inappropriate or improper venue.

19.9 The Parties agree that the courts of England shall have exclusive jurisdiction with respect to any Proceedings to set aside an arbitral award. This shall not affect the right of any Party to bring Proceedings to enforce an arbitral award in any other court of competent jurisdiction.

Joinder

19.10 Each Party consents to be joined as a party to an arbitration commenced under a Related Agreement on the terms provided by this Clause 19. Each Party also consents to the joinder of any party to a Related Agreement to an arbitration commenced under this Agreement on the terms provided by this Clause 19.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

29

19.11 Prior to the constitution of the Arbitral Tribunal in an Existing Dispute, any party to such Existing Dispute may effect joinder by serving notice on any party to this Agreement or a Related Agreement whom it seeks to join, provided that such notice is also sent to all other parties to the Existing Dispute and the LCIA Court within thirty (30) calendar days of service of the Request. The joined party will become a claimant or respondent party (as appropriate) to the Dispute and participate in the arbitrator appointment process in Clause 19.4 above.

19.12 After the constitution of the Tribunal in an Existing Dispute, any party to that Existing Dispute may apply to the Tribunal for a Joinder Order and promptly notify all parties to the Existing Dispute and the party it seeks to join of that application. On hearing such application, the Tribunal may, if it considers that (i) there are issues in the arbitration that would make it logical to join such third party, and (ii) no party would be unduly prejudiced as a result of such joinder through undue delay or otherwise, make a Joinder Order. Notice of such Joinder Order must be given to all parties to the Existing Dispute, the joined party and the Registrar.

19.13 Each Party agrees to be bound by any award made by the Arbitral Tribunal in an Existing Dispute to which it is joined.

19.14 Any joined party may make a counterclaim against any party, provided that:

19.14.1 such counterclaim is based upon a Dispute substantially related to the Dispute in the relevant Request for Arbitration; and

19.14.2 such counterclaim is made by written notice to the LCIA Court and to all other parties within either thirty (30) calendar days from the receipt by such Party of the relevant Request for Arbitration or such longer time as may be determined by the LCIA Court or the arbitrators.

19.15 In this Clause 19, "Related Agreement" shall mean the Transaction Documents.

19.16 In order to facilitate the comprehensive resolution of related Disputes, all claims between any of the parties to this Agreement that arise under or in connection with this Agreement and any Related Agreement(s) may be brought in a single arbitration. Each Party consents to the consolidation of an arbitration commenced under this Agreement with an arbitration commenced under a Related Agreement on the terms provided by this Clause 19.

19.17 Any party to both a First-filed Dispute and Later Dispute(s) may apply to the Arbitral Tribunal appointed in the First-filed Dispute for a Consolidation Order in relation to any Later Dispute(s). That party must notify all parties to the First-filed Dispute and the Later Dispute of such application.

19.18 The Tribunal appointed in relation to the First-filed Dispute may, if it considers that (i) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise, make a Consolidation Order on hearing such application.

19.19 If the Arbitral Tribunal of the First-filed Dispute makes a Consolidation Order it will immediately, to the exclusion of other tribunals, have jurisdiction to resolve finally the Later Dispute(s). The parties agree that they will be bound by the Consolidation Order and any subsequent orders and Awards issued in such circumstances.

19.20 Notice of the Consolidation Order must be given to any arbitrators already appointed in relation to the Later Dispute(s) and the Registrar. Any appointment of an arbitrator in relation to the Later

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

30

Dispute(s) before the date of the Consolidation Order will terminate immediately and the arbitrator will be deemed to be functus officio. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; his entitlement to be paid his proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision.

19.21 Notwithstanding any other provision of this Clause 19, in the event of:

19.21.1 the joinder of any member of the Purchaser's Group to an Existing Dispute to which only Seller Group Companies and/or Promoters are parties; or

19.21.2 the joinder of any Seller Group Company or a Promoter to an Existing Dispute to which only members of the Purchaser's Group are parties; or

19.21.3 a Consolidation Order which would result in a member of the Purchaser's Group becoming a party to an arbitration which prior to consolidation had only Seller Group Companies and/or Promoters as parties; or

19.21.4 a Consolidation Order which would result in a Seller Group Company or a Promoter becoming a party to an arbitration which prior to consolidation had only members of the Purchaser's Group as parties,

the relevant party which is to be joined or which will become a party as a consequence of the Consolidation Order shall be entitled within twenty (20) calendar days of such joinder or Consolidation Order to give notice to all other parties to the relevant arbitration and the Registrar requesting the constitution of a new Arbitral Tribunal. In such event, Clause 19.4 above shall apply to the constitution of the new Tribunal, save that the fifteen (15) calendar day period for party nomination shall commence upon the request for a new Tribunal to be constituted.

19.22 The Parties agree that in the event of any joinder or consolidation of proceedings, at the application of any Party to the proceedings the LCIA Court shall be requested on behalf of all Parties to fix separate advances on costs in respect of each claim, counterclaim or cross-claim in the proceedings, and the Parties hereby give their consent to any such application.

19.23 Any joined party shall be bound by any award rendered by the Arbitral Tribunal even if such party chooses not to participate in the arbitral proceedings.

19.24 Except as otherwise provided in Clause 19.21 herein, each of the Parties waives any objection on the basis of a Consolidation Order, Joinder or Joinder Order to the validity and/or enforcement of any award made by the Arbitral Tribunal following any Consolidation Order, Joinder or Joinder Order. For the avoidance of doubt, this includes a waiver of any objection that Joinder or consolidation has resulted in a Party being deprived of the right to play a role in the nomination of arbitrator(s).

19.25 For the avoidance of doubt, where an arbitral tribunal is appointed under this Agreement or any Related Agreement, the whole of its award (including any part relating to any Related Agreement) is deemed for the purposes of the New York Convention on the Recognition and Enforcement of Arbitral Awards 1958 to be contemplated by this Agreement and that Related Agreement.

Service of Process

19.26 The Seller irrevocably appoints Agila Specialties UK Limited as its agent for service of process in connection with any Dispute. If requested by the Purchaser, the Seller will appoint a new agent for

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

31

service of process with effect from Completion. The relevant details of Agila Specialties UK Limited are as follows:

The Director

Agila Specialties UK Limited

New Bridge Street House,

30-34, New Bridge Street,

London EC4V 6BJ, UK

19.27 The Purchaser irrevocably appoints Generics (U.K.) Limited as its agent for service of process in connection with any Dispute. The relevant details of Generics (U.K.) Limited are as follows:

Generics (U.K.) Limited (t/a Mylan), FAO John Munson, Managing Director, Albany Gate, Darkes Lane, Potters Bar, Herts EN6 1AG.

19.28 The Seller and the Purchaser agree that any document may be effectively served on them in connection with a Dispute in England and Wales by service on that Party's agent. A copy of the document served on an agent shall be sent by post to the relevant Party. Failure or delay in so doing shall not prejudice the effectiveness of the service on such agent.

IN WITNESS of which the Parties have amended and restated this Agreement on 5 April 2013 but with an effective date of 27 February 2013.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

32

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

33

Schedule 1DETAILS OF THE GROUP

Part 1THE COMPANY

Name:	Agila Specialties Global Pte. Ltd.
Registered number:	201223959H
Company status:	Private limited company
Country of incorporation:	Singapore
Date of incorporation:	28 September 2012
Registered office:	8 Cross Street, # 10-00, PWC Building, Singapore – 048424
Issued share capital:	S$100 comprising 100 ordinary shares
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

34

Part 2THE SUBSIDIARIES

Name:	Agila Australasia Pty Ltd
Registered number:	154 055 339
Company status:	Australian proprietary company
Country of incorporation:	Australia
Date of incorporation:	2 November 2011
Registered office:	8-12 Ordish Road, Dandenong, South Victoria 3175, Australia
Issued share capital:	2000 fully paid ordinary shares of AU$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

35

Name:	Agila Especialidades Farmacêuticas Ltda
Registered number:	CNPJ: 11.643.096/0001-22 NIRE: 3320858940-3
Company status:	Limited liability company
Country of incorporation:	Brazil
Date of incorporation:	25 February 2010
Registered office:	Estrada Doutor Lourival Martins Beda No.1118 (Parte), Bairro Donana, Campos Dos Goytacazes, Rio de Janeiro, CEP 28.110.000, Brasil
Corporate office:	City of Rio de Janeiro, State of Rio de Janeiro, at Avenida João Cabral de Melo Neto,   400, rooms 603 and 604, Zip Code, 22775-057, Brazil
Issued share capital:	75,056,452 fully paid quotas of R$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

36

Name:	Agila Jamp Canada Inc.
Registered number:	814560-1
Company status:	Corporation
Country of incorporation:	Canada
Date of incorporation:	20 March 2012
Registered office:	1380 Newton, Bureau 203 Boucherville, Quebec J4B 5H2
Issued share capital:	1,000,000 fully paid shares of CA$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

37

Name:	Agila Marketing e Distribuição de Produtos Hospitalares Ltda
Registered number:	CNPJ/MF:1  05.656.727/0001-45 NIRE:2  3320713230-2
Company status:	Limited liability company
Country of incorporation:	Brazil
Date of incorporation:	19 May 2003
Registered office:	City of Serra, State of Espírito Santo, at Av. Talma Rodrigues Ribeiro, 147, storage 3, room 12 Zip Code 29173-795, Brazil
Corporate office:	City of Rio de Janeiro, State of Rio de Janeiro, at Avenida João Cabral de Melo Neto, 400, rooms 603 and 604, Zip Code, 22775-057, Brazil
Issued share capital:	11,754,265 fully paid quotas of R$1.00 each
***	***
***	***
***	***
***	***
***	***

¹CNPJ: National Register of Legal Entities(Cadastro Nacional de Pessoas Jurídicas).

²NIRE: Corporate Enrollment Number (Número de Inscrição do Registro de Empresa).

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

38

Name:	Agila (NZ) Pty Limited
Registered number:	3719857
Company status:	Limited liability company
Country of incorporation:	New Zealand
Date of incorporation:	8 February 2012
Registered office:	The Business Advisory Group Limited, Level 13, 34 Shortland Street, Auckland, 1010, New Zealand
Issued share capital:	100 shares of NZ$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

39

Name:	Agila Specialties Americas Limited
Registered number:	HE 309136
Company status:	Limited liability company
Country of incorporation:	Cyprus
Date of incorporation:	11 July 2012
Registered office:	Julia House, 3 Themistokli Dervi Street, 1066 Nicosia, Cyprus
Issued share capital:	2000 ordinary shares of EUR1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

40

Name:	Agila Specialities Pharma Corporation
Registered number:	Quebec Enterprise Number: 1022419761 Revenu Quebec Identification Number: 1148623524 Industry Canada: 361047-1
Company status:	Corporation
Country of incorporation:	Canada
Date of incorporation:	19 April 1999
Registered office:	1205 Rue Ampere, Porte 206, Boucherville, Quebec, J4B 7M6
Issued share capital:	10,000 fully paid shares of CA$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

41

Name:	Agila Specialties Polska sp.zo.o
Registered number:	239429
Company status:	Limited liability company
Country of incorporation:	Poland
Date of incorporation:	9 August 2005
Registered office:	ul. Daniszewska 10, Warszawa 03-230, Poland
Issued share capital:	9,406 shares of PLN6,734.01 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

42

Name:	Agila Specialties UK Limited
Registered number:	8331686
Company status:	Private limited company
Country of incorporation:	UK
Date of incorporation:	14 December 2012
Registered office:	New Bridge Street House, 30-34 New Bridge Street, London EC4V 6BJ
Issued share capital:	1 share of £1.00
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

43

Name:	Farma Plus AS
Registered number:	983 413 854
Company status:	Private limited company
Country of incorporation:	Norway
Date of incorporation:	20 April 2001
Registered office:	Sorkedalsveien 10 B, 0369 Oslo, Norway
Issued share capital:	NOK 600,000 divided into 6000 shares of NOK100 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

44

Name:	Onco Laboratories Limited
Registered number:	HE 205887
Company status:	Limited liability company
Country of incorporation:	Cyprus
Date of incorporation:	20 August 2007
Registered office:	Themistokli Dervi, 3 Julia House 1066, Nicosia, Cyprus
Issued share capital:	4,000 fully paid ordinary shares of EUR1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

45

Name:	Strides Farmacêutica ParticipaçõesLtda
Registered number:	CNPJ/MF 11.655.193/0001-35 NIRE: 3320859110-6
Company status:	Limited liability company
Country of incorporation:	Brazil
Date of incorporation:	26 February 2010
Registered office:	City of Rio de Janeiro, State of Rio de Janeiro, at Avenida João Cabral de Melo Neto 400, rooms 603 and 604, Zip Code 22775-057, Brazil
Issued share capital:	1,957,990 fully paid quotas of R$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

46

Name:	Strides Inc.
Registered number:	100791546
Company status:	Corporation
Country of incorporation:	USA
Date of incorporation:	30 August 1999
Registered office:	201, South Mains Street, Suite 3, Lambertville, New Jersey 08530
Issued share capital:	22,262,753 shares of US$0.543 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

47

Name:	Strides Specialties (Holdings) Cyprus Limited
Registered number:	HE 255017
Company status:	Limited liability company
Country of incorporation:	Cyprus
Date of incorporation:	21 September 2009
Registered office:	Themistokli Dervi, 3 Julia House 1066, Nicosia, Cyprus
Issued share capital:	15,080 fully paid ordinary shares of US$1.00 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

48

Name:	Catalist Pty Ltd
Registered number:	153 768 855
Company status:	Australian proprietary company
Country of incorporation:	Victoria, Australia
Date of incorporation:	17 October 2011
Registered office:	EGA Corporate Advisers Pty Ltd, Level 18, 499 St Kilda Road, Melbourne VIC 3004
Issued share capital:	121 ordinary shares of AU$1.00 EACH
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

49

Schedule 2CONDITIONS

1. CONDITIONS FOR THE BENEFIT OF PURCHASER AND SELLER

There shall be no:

1.1.1 injunction, order, Proceeding or decree of any nature of any Governmental Authority of competent jurisdiction that is in effect that prevents the consummation of the transactions contemplated by this Agreement; or

1.1.2 Applicable Law that is in effect that prevents the consummation of the transactions contemplated by this Agreement.

For purposes of this paragraph 1, the terms below will have the definitions set forth in this paragraph, instead of the definitions set forth in Schedule 12:

"Governmental Authority" shall mean any multinational, national, federal or state government, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, taxing, regulatory or administrative authority or functions of such government, including any authority or quasi- governmental entity established to perform any of these functions; and

"Proceeding" shall mean any action, litigation or suit (whether civil, criminal, administrative, judicial or investigative) commenced or brought, by or before any Governmental Authority.

2. PURCHASER'S CONDITIONS

2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date.

2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion.

2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion.

2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16.

2.5 The Novations set forth in paragraph (A) (1), (2) and (3) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17.

2.6 The Brazil JV Interest Purchase Agreements having completed in accordance with their terms.

2.7 The Seller, the Purchaser and the Escrow Agent shall have entered into the CEV Escrow Agreement in accordance with Clause 3.7.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

50

2.8 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Group as a whole.

2.9 The Final Limited Review Accounts will not show a material adverse difference from the Draft Limited Review Accounts.

3. REGULATORY APPROVALS

3.1 Insofar as the Transaction, in whole or in part, gives rise to:

3.1.1 a notification obligation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), the notifications of the Seller and the Purchaser pursuant to the HSR Act having been made to the USA Federal Trade Commission or the U.S. Department of Justice, Antitrust Division; and

3.1.2 any other mandatory merger control notification obligation in any jurisdiction where the Company has made material sales since 1 January 2012, all such mandatory merger control filings having been made to the relevant Competition Authority in respect of the Transaction, provided that for this purpose, sales in a jurisdiction shall be deemed to be material if sales revenues generated in that jurisdiction exceeded ***

3.2 In respect of any notification obligation arising under paragraphs 3.1.1 and 3.1.2 of this Schedule 2:

3.2.1 all consents and approvals of any such Competition Authority which are required to be obtained before the Transaction may be completed having been obtained either unconditionally or subject to such Commitments as shall be reasonably acceptable to the Seller and the Purchaser and in accordance with Clause 4.4 of this Agreement; or

3.2.2 all applicable mandatory waiting periods and any extensions thereof in connection with the relevant notification having expired or been terminated.

3.3 The Seller shall have delivered evidence that the registration of the equity participation held by the foreign existing shareholders is regular before the Brazilian Central Bank (RDE-IED), effective as of Completion, in a form reasonably acceptable to the Purchaser, for the following companies: ***

4. AGREED CONDITIONS

Such other matters as the Parties agree in writing will constitute Conditions for the purposes of this Agreement.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 3CONDUCT OF BUSINESS BEFORE COMPLETION

Without limiting and without prejudice to Clauses 5.1 through 5.13 (inclusive), until Completion the Seller shall, within the confines of Applicable Law, ensure that, without the prior written consent of the Purchaser (and for this purpose, the Purchaser agrees, when determining whether to give consent, that it shall act reasonably and that such decision will not be unreasonably delayed) no Group Company shall, and (where applicable) the Seller shall not for and on behalf of a Group Company:

1. create, allot or issue any share or loan capital or other security or agree, arrange or undertake to do any of those things;

2. give or agree to give any option, right to acquire or call (whether by conversion, subscription or otherwise) in respect of any of its share or loan capital;

3. merge or consolidate with a corporate body or any other Person, enter into any demerger transaction or participate in any other type of corporate reconstruction;

4. in each case, save to the extent permitted by paragraph 10 below, acquire, transfer, assign, pledge, mortgage, lease, sell or dispose of, or agree to acquire, transfer, assign, pledge, mortgage, lease, licence, enter into a partnership, joint venture or similar arrangement with regard to, sell or dispose of, any material assets (whether tangible or intangible), including rights to products or pipeline products, businesses or undertakings or suffer to exist any Encumbrance thereon (other than security interests created in the Ordinary Course of Business and in compliance with any other provisions of this Schedule 3) or assume or incur, or agree to assume or incur, any material liability or obligation outside the Ordinary Course of Business, in excess of US$***;

5. pass any resolution by its members in general meeting or make any alteration to its articles of association;

6. declare, authorise, make or pay any dividend or other distribution (whether in cash, stock or in kind);

7. save in relation to Tenders, enter into any material contract or arrangement which is incapable of being terminated within *** without any termination, breakage or other costs or could reasonably be expected to involve annual revenue of US$*** or annual committed expenditure or liability which exceeds, in each case, US$***;

8. submit Tenders outside the Ordinary Course of Business or which are expected to involve annual revenue in excess of US$***;

9. enter into any contract or agreement containing any provision imposing non-compete, non- solicit, exclusivity, right of first offer, right of first refusal, most favoured nation refundable payment obligations, capacity preference or priority obligations or similar obligations, undertakings or restrictions, in each case, in relation to any pharmaceutical related products or services, and with regard to anything else, to the extent the restrictions are material;

10. save for Permitted Capex, create any borrowing or other Debt in excess of US$*** otherwise than pursuant to trade financing in the Ordinary Course of Business;

11. enter into any transaction or arrangement with any Person otherwise than at arms' length or enter into any transaction with a related party;

12. make any proposal for or adopt a plan of complete or partial winding up, dissolution, liquidation, merger, consolidation, restructuring, recapitalization or the reorganization of any Group Company;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

52

13. redeem or purchase any shares or reduce its issued share capital, or any uncalled or unpaid liability in respect thereof, or any capital redemption reserve, share premium account or other reserve that is not freely distributable;

14. make any advance, loan or deposit of money other than in the Ordinary Course of Business or cancel, release or assign any indebtedness in excess of US$*** owed to it;

15. materially change its policies or practices in respect of debtors and/or payment of creditors;

16. lease, license or part with or share possession or occupation of any Real Property held or occupied or which may be acquired by any Group Company or enter into an agreement or arrangement to do so;

17. vary, amend, supplement, assume, replace, waive any material provision of, terminate or otherwise modify any contracts involving annual revenue in excess of US$***;

18. fail to take any action necessary to protect or maintain the Intellectual Property of any Group Company;

19. with respect to the Intellectual Property of any Group Company and with respect to any rights to the Intellectual Property granted under any contract: (A) transfer, assign or license to any Person any rights to such Intellectual Property; (B) abandon, permit to lapse or otherwise dispose of any Intellectual Property; (C) grant any Encumbrance on any Intellectual Property; (D) disclose or agree to disclose to any Person, other than representatives of the Purchaser, any Know-how, trade secret or other confidential information, idea, invention, proprietary process, formulae, model or methodology; or (E) make any material changes in or to the Intellectual Property that reasonably could be expected to impair such Intellectual Property or the Purchaser's rights with respect thereto in any material respect;

20. in relation to any claim or Proceedings exceeding US$***, initiate, settle, waive or abandon any claim, litigation, arbitration or other Proceedings or make any admission of liability by or on behalf of any Group Company (i) except in relation to debt collection in the Ordinary Course of Business; and (ii) save that any member of the Group may take any reasonable action in relation to patent matters connected with Paragraph IV Challenges provided that such action does not and will not have a material adverse effect on the Agila Business or the anticipated revenue and profits attributable to the products related thereto;

21. with respect to all tangible assets of each Group Company, fail to maintain any such assets in a state of repair, order and condition consistent in all material respects with their operation in the Ordinary Course of Business, usual and ordinary wear and tear excepted;

22. knowingly take any action which may invalidate any of its policies of insurance or take out any replacement policies of insurance (other than renewals of the policies of insurance on substantially the same commercially reasonable and available terms as those in force at the date of this Agreement);

23. with respect to the Agila Business, (i) make any material change in the selling, distribution, advertising, terms of sale or collection practices that are inconsistent in any material respect with the Ordinary Course of Business, (ii) enter into any material business practices, programs or long-term allowances not previously used in the Ordinary Course of Business, (iii) engage in the practice of "channel stuffing" or any program, activity or other action (including any rebate, discount, chargeback or refund policy or practice), that, in any such case, would reasonably be expected to result, directly or indirectly, in purchases of products that are in excess of normal customer purchasing patterns consistent with the Ordinary Course of Business during the twelve (12) months prior to the date of this Agreement or not in accordance with stated terms of customer agreements or purchase pattern reasonably expected by the Seller or (iv) materially change inventory ordering patterns outside of normal production plans or outside the Ordinary Course of Business;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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24. fail to pay accounts payable and other obligations of the Agila Business in the Ordinary Course of Business other than those disputed in good faith;

25. change or take any action to change (except as required by Applicable Law) its statutory appointed auditors or make any change to: (i) its accounting practices or policies (including procedures with respect to revenue recognition); (ii) any material assumption underlying, or method of calculating, any bad debt contingency or other reserve, except in each case where such change is recommended by its auditors as a consequence of a change in generally accepted accounting practices or policies applicable to companies carrying on businesses of a similar nature, or as a consequence of a change in Applicable Law;

26. create or amend any employee share scheme and/or grant or issue any options or other equity-based awards under any such scheme;

27. save in relation to up to *** new personnel proposed to be employed in connection with the new facility in Singapore and expansion projects in Bangalore, increase the number of Employees by more than *** Employees;

28. make any change in terms of employment (including pension fund commitments) other than those required by Applicable Law which would increase the aggregate staff costs of the Group by more than ***, per annum;

29. except for merit increases, bonus payments or promotions made in the Ordinary Course of Business and consistent with past practices, grant any increase in the compensation (including incentive or bonus compensation) of any Employee, or institute, adopt or amend any Employee plan, or otherwise amend the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Employee;

30. save for cause (other than in relation to Senior Managers), give notice of termination of employment or dismiss any Senior Employee or a number of Employees that exceeds ***;

31. (A) transfer any Employee from the Agila Business to a non-Agila Business or (B) transfer any person who is not an Employee from a non-Agila Business to the Agila Business;

32. communicate with any Employees regarding the compensation, benefits or other treatment that they will receive from Purchaser or any Group Company post Completion in connection with the transactions contemplated hereby, unless any such communications have been reviewed and approved by the Purchaser. To the extent that such communication is mandated by Applicable Laws, the Seller or the applicable member of the Seller's Group shall first use all reasonable endeavours to ensure that the Purchaser has a reasonable opportunity to review and approve any such communication;

33. terminate, cancel, amend, waive, modify or fail to maintain or otherwise comply with any Governmental Authorisations applicable to the Agila Business other than those that are immaterial;

34. take any action which is inconsistent with the provisions of any Transaction Document or with the implementation of the transactions contemplated thereby;

35. adopt, modify or participate in any pension scheme (other than its existing pension schemes);

36. (i) make, revoke or amend any Tax election or settle or compromise any Tax liability or agree to an extension or waiver of the limitation period to any Tax claim made by any Tax Authority or grant any power of attorney with respect to Taxes or enter into any closing agreement with respect to any Tax; (ii) change any method of accounting for Tax purposes; or (iii) file any amended income Tax Return or other material amended Tax Return; or

37. agree, whether in writing or otherwise, to do any of the foregoing or take, or commit to take, any action that would result in the occurrence of any of the foregoing.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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For the purposes of determining any monetary amount set forth in this Schedule 3, amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 4NET DEBT STATEMENT AND WORKING CAPITAL STATEMENT

1. INTERPRETATION

1.1 For the purposes of this Schedule 4, the following additional terms are defined:

"Accounting Policies" the accounting policies in accordance with Indian GAAP, consistently applied, consistent with the same accounting principles, policies, procedures, categorisations, definitions, methods, practices and techniques adopted in the PCFS;

"Accrued Liabilities" represents the Specialty Entities' liabilities owed for expenses or other purchases incurred in the ordinary course of business, including but not limited to amounts owed to suppliers and service providers, amounts relating to manufacturing and operating expenses, goods in transit, accrued salaries, wages, bonuses and other employee related obligations, accruals for materials, obligations for goods received but not invoiced, statutory accruals, provisions for expenses and other liabilities. Accrued Liabilities will exclude amounts treated as Debt or Trade Payables;

"Bank Debt" the amounts outstanding under all bank loans and bank facilities (including any accrued but unpaid interest thereon), and any costs and expenses related thereto, including as set out in Appendix 3 at Completion;

"Capex Reimbursement Amount" means all capital expenditures for the Specialty Entities specifically incurred and paid for by the Seller and/or Specialty Entities between the date of this Agreement and the Completion Date, that relate to the Singapore location, and certain other items, to be agreed by the Parties, up to *** in accordance with the Approved Capital Expenditure Budget;

"Cash" cash (whether in hand or credited to any account with any financial or similar institution or organisation) and cash equivalents of the Group Companies (including all interest accrued thereon) at the Relevant Time determined in accordance with paragraph 2 of this Schedule 4, including:

(a) marketable securities and short term investments;

(b) cheques received by, honored and made payable to any of the Group Companies prior to Completion;

but excluding:

(c) any cash and cash equivalents held by any of the Group Companies on trust on behalf of any customer;

(d) any cash overdraft amounts and the amounts of any cheques issued on any accounts of any of the Group Companies; and

(e) Repatriation Costs;

"Completion Balance Sheet" the unaudited combined balance sheet (in the form set out in this Schedule 4) of the Company as at the Relevant Time;

"Customer Payback Amount" means ***;

"Debt" the sum of the following (without double counting) determined in accordance with paragraph 2 of this Schedule 4:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(a) the aggregate amount at the Relevant Time of all outstanding principal amounts (whether or not due and payable at that time and including accrued but unpaid interest) of the Group under or in respect of:

(i) Bank Debt;

(ii) Hire Purchase Leases;

(iii) current Tax Liabilities (net of advances and prepayments) (actual and accrued) for each Group Company for the period up to Completion; and

(iv) amounts owed by any Group Company in respect of the Related Party Loans (net of amounts owed to any Group Company in respect of the Related Party Loans),

but excluding any such amounts outstanding under the Trade Payables as at Completion;

(b) the aggregate amount of any break fees and other termination costs which are required to be paid by a Group Company in connection with the payment or repayment prior to, at or in connection with Completion of any amounts referred to in paragraph (a) above; and

(c) the aggregate amount at the Relevant Time of any other borrowings and other indebtedness of a Group Company, including by way of acceptance credits, letters of credit, discounting or similar facilities, loan stocks, bonds, debentures, debt securities (including any related interest accruals and payments in kind), notes, debt or inventory financing, or other similar or analogous financing arrangements, all security, guarantee, surety, collateral and deposit arrangements, together with any accrued but unpaid interest thereon, as applicable, deferred or contingent consideration, (including the Aspen licensing obligations and Star Drugs purchase consideration to the extent relevant to the Group Companies), lease buyout obligations, unfunded pension liabilities including leave encashment and gratuity obligations, accounts payable for capital expenditures between the date of this Agreement and Completion that are not part of the Capex Reimbursement Amount, and all other accounts payable balances outstanding for 180 days or more, and leases, any Related Party Loans (including amounts owed for guarantee commissions, management fees and any outstanding redeemable preference equity shares), finance leases, capital leases, overdrafts, sale and lease back arrangements or any other arrangement the purpose of which is to borrow money), together with interest rate, currency or other swaps or hedging arrangements, hedging obligations, bills of exchange, recourse obligations on factored debts and obligations under derivative instruments and net intercompany payables. An illustrative schedule of Debt as of September 30, 2012 is set out in Appendix 18;

"Estimated Capex Reimbursement Amount" represents the Seller's good faith estimate of the Capex Reimbursement Amount;

"Estimated Cash" the Seller's good faith estimate of Cash at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

"Estimated Completion Balance Sheet" the Seller's good faith estimated Completion Balance Sheet at the Relevant Time in the form set out in this Schedule 4 based on the information available at the time such balance sheet is prepared and taking into account the Accounting Policies;

"Estimated Debt" the Seller's good faith estimate of Debt of the Group Companies at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

"Estimated Net Working Capital" the Seller's good faith estimate of the Net Working Capital at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Estimated Target Days’ Sales" is equal to Product Sales for the most recent completed calendar three month period prior to the month in which the Completion Date occurs, divided by the number of days in that same three month period;

"Estimated Target Net Working Capital" is equal to *** multiplied by the Estimated Target Days’ Sales, minus the Target Accrued Liabilities based on the information available at the time such calculation is made taking into account the Accounting Policies;

"Estimated Working Capital Shortfall" is the amount of the difference between the Estimated Target Net Working Capital and the Estimated Net Working Capital if the Estimated Target Net Working Capital is greater than the Estimated Net Working Capital, or US$0 if the Estimated Net Working Capital is greater than the Estimated Target Net Working Capital;

"Estimated Unpaid Change in Control Payments" the Seller's good faith estimate of the Unpaid Change in Control Payments at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

"Hire Purchase Leases" all liabilities in respect of the capital element of the hire purchase leases set out at Appendix 5;

"Inventory" represents the Specialty Entities raw materials, work in process and finished goods, net of reserves for expired product, and excess and obsolete amounts, calculated consistently with past practices and in accordance with the Accounting Policies;

"Net Working Capital" is equal to the sum of Sundry Debtors and Inventory less the sum of Trade Payables and Accrued Liabilities, at the Relevant Time based on the information available at the time such calculation is made taking into account the Accounting Policies;

"Post-Completion Statement" a statement setting forth the Purchaser's good faith calculation of the (A) Cash, (B) Debt, (C) Net Working Capital, (D) the Capex Reimbursement Amount, (E) the Unpaid Change in Control Payments and (F) the Customer Payback Amount in each case as at the Relevant Time;

"Pro Forma Combined Financial Statements of the Specialties Business" or "PCFS" means the combined balance sheet, combined profit and loss account and the significant accounting policies and explanatory notes of the subsidiaries and joint ventures of SAL which are considered Specialty Entities;

"Product Sales" is equal to total product revenues excluding development and licensing revenues on a basis consistent with such amounts as reported in Schedule K of the Historical Limited Review Accounts and Draft Limited Review Accounts;

"Purchaser's Accountants" PricewaterhouseCoopers LLP;

"Related Party Loans" all loans owed by or to a Group Company to or by any member of the Seller's Group or to or by any other Group Company (as the case may be) and any other loans or similar arrangements including amounts included in the corporate control account between any Group Company, any Seller Group Company and/or the Promoters, including any interest accrued thereon;

"Relevant Time" 11.59pm Indian Standard Time on the Business Day before the Completion Date;

"Repatriation Costs" any costs related to transferring cash from one tax jurisdiction to another;

"Seller's Accountants" Deloitte, Haskins & Sells;

"Specialty Entities" has the same meaning as in the Deloitte Review Report and PCFS for the Draft Limited Review Accounts;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Sundry Debtors" represents the Specialty Entities amounts due from trade sales of products made in the ordinary course of business, net of any reserves for returns or uncollectible amounts and will exclude unbilled and billed receivables relating to development & licensing revenues, calculated consistently with past practices and in accordance with the Accounting Policies;

"Target Accrued Liabilities" is equal to ***;

"Target Days’ Sales" is equal to Product Sales for the 3 months ended on the Completion Date, divided by the number of days in that same three month period;

"Target Net Working Capital" is equal to *** multiplied by the Target Days’ Sales, minus the Target Accrued Liabilities;

"Trade Payables" represents the Specialty Entities obligations for amounts owed for the purchase of goods and services arising in the ordinary course of business, net of advances to suppliers for the purchase of goods, calculated consistently with past practices and in accordance with the Accounting Policies;

"Unpaid Change in Control Payments" payments that any Specialty Entity is contractually obliged to make as a result of Completion (i) to any Employees or Consultant pursuant to the terms of any Specialty Entity Benefit Plan (ii) pursuant to the express terms of the Third Party Terminating Contracts, in the case of (i) and (ii) that remain unpaid as of the Relevant Time (such Unpaid Change in Control Payments to be reduced by the amount of such payments as equals any Service Tax chargeable in respect of the matters giving rise to those payments which are recoverable (whether by way of credit or refund and whether by Group Company or by any member of the fiscal group of which it is a member) but only to the extent such amounts are actually recovered;

"Working Capital Shortfall" is the amount of the difference between the Target Net Working Capital and the Net Working Capital if the Target Net Working Capital is greater than the Net Working Capital, or US$0 (zero) if the Net Working Capital is greater than or equal to the Target Net Working Capital;

1.2 ***

1.3 It is agreed that items or amounts categorised or falling under more than one defined term in this Schedule 4 shall not be double counted.

2. PREPARATION OF NET DEBT STATEMENT AND WORKING CAPITAL STATEMENT

2.1 The Purchaser shall, as promptly as practicable and in any event no later than seventy-five (75) calendar days after Completion, prepare and deliver to the Seller the draft Completion Balance Sheet and the draft Post-Completion Statement.

2.2 The Seller and the Seller's Accountants shall be entitled to review all books, records and papers of the each Group Company which are relevant for the purposes of preparing the draft Completion Balance Sheet and draft Post-Completion Statement and matters arising therefrom and the Purchaser shall use reasonable endeavours to have the Purchaser's Accountants and appointed statutory auditors of the Specialty Entities provide to the Seller and the Seller's Accountants all reasonable assistance to prepare and review the draft Completion Balance Sheet and draft Post-Completion Statement, including reasonable access to all working papers used to prepare the same.

2.3 The Seller shall notify the Purchaser in writing within fifteen (15) calendar days of receipt of the draft Completion Balance Sheet and draft Post-Completion Statement stating whether the Seller agrees with the draft Completion Balance Sheet and draft Post-Completion Statement and, if they

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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do not so agree, such notification shall give reasonable details of any disagreement and the adjustments which, in the opinion of the Seller, should be made (the "Disputed Details").

2.4 Within fifteen (15) calendar days of receipt of the Disputed Details, the Purchaser may submit to the Seller written notification giving reasonable details of its response to the Disputed Details (the "Purchaser Dispute Response"). In the case of disagreement, the Purchaser and the Seller shall (in conjunction with their respective accountants) meet and discuss the Disputed Details and the Purchaser Dispute Response (if any) in order to seek to reach agreement upon such adjustments (if any) to the draft Completion Balance Sheet and draft Post-Completion Statement as are acceptable to the Purchaser and the Seller in order to put such draft Completion Balance Sheet and draft Post-Completion Statement in final form.

2.5 If the Seller is satisfied with the draft Completion Balance Sheet and draft Post-Completion Statement, either as originally submitted or after making such adjustments as are agreed between the Purchaser and the Seller (or if the Seller does not notify the Purchaser of any Disputed Details within the said fifteen (15) calendar day period referred to in paragraph 2.3 above), the draft Completion Balance Sheet shall, and the amounts set out in the Post-Completion Statement shall, comprise the amounts shown as (A) Cash, (B) Debt, (C) Net Working Capital, (D) the Capex Reimbursement Amount, (E) the Unpaid Change in Control Payment; and (F) the Customer Payback Amount and shall be final and binding on the Parties.

2.6 If the Purchaser and the Seller fail for any reason to resolve all matters in dispute either:

2.6.1 if the Purchaser chooses not to submit a Purchaser Dispute Response, within fifteen (15) calendar days of receipt by the Purchaser of the Disputed Details; or

2.6.2 if the Purchaser chooses to submit a Purchaser Dispute Response, within fifteen (15) calendar days of receipt by the Seller of the Purchaser Dispute Response,

the matters in dispute shall be referred for resolution on the application of either the Purchaser or the Seller to an independent accountant being a partner in an independent firm of internationally recognised chartered or public accountants which the Parties will agree upon within ten (10) Business Days to act as the independent accountant or failing agreement on the identity of the independent accountant within such period, an independent accountant appointed on the application of either the Seller or the Purchaser by the President for the time being of the Institute of Chartered Accountants in England and Wales (the "Expert Accountant"). In giving his decision, the Expert Accountant shall state what adjustments (if any) are necessary to the draft Completion Balance Sheet and draft Post-Completion Statement in order for them to have been prepared in accordance with this Agreement. Such draft Completion Balance Sheet and draft Post-Completion Statement shall, subject to and following any such adjustments, comprise the Completion Balance Sheet and Post-Completion Statement for the purposes of this Agreement.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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2.7 If there is a referral to an Expert Accountant, the following provisions shall apply:

2.7.1 the Purchaser (or the Purchaser's Accountants) and the Seller (or the Seller's Accountants) shall each prepare a written statement on the matters in dispute which, together with any relevant documents, shall be submitted to the Expert Accountant and to the other Party;

2.7.2 each of the Purchaser and the Seller may submit one set of written comments on the other Party's written statement to the Expert Accountant;

2.7.3 the Expert Accountant shall be entitled:

(A) to stipulate the time periods within which the Parties shall prepare and submit the written statement and written comments referred to in this paragraph 2.7 (such time periods to be at least fourteen (14) calendar days) and to disregard any written statement or comments not delivered to the Expert Accountant within the time periods so stipulated;

(B) to require the Purchaser and the Seller and their respective accountants to attend one or more meetings (provided that representatives of both the Seller and the Purchaser are invited to attend) and to raise enquiries of them about any matters which the Expert Accountant considers relevant;

(C) in the absence of agreement between the Purchaser and the Seller, to determine the procedure to be followed in undertaking the expert determination, insofar as the procedure is not set out herein; and

(D) to appoint advisers (including legal advisers) if required.

2.7.4 The Purchaser and the Seller shall use reasonable endeavours to procure that the Expert Accountant is given all such assistance and access to documents and other information as he may reasonably require in order to make his decision.

2.7.5 The Expert Accountant shall be requested to give his decision on matters in dispute arising out of the Disputed Details (and the Purchaser Dispute Response, if any), with written reasons for his decision, within sixty (60) calendar days of the date of his appointment or as soon thereafter as practicable. The resolution of the Expert Accountant shall be based upon and within the range of the amounts set forth in the written statements submitted to the Expert Accountant pursuant to paragraph 2.7.1. Save as expressly permitted by paragraph 2.7.3(B) above, no ex parte conferences, oral testimony, depositions, or other form of oral evidence gathering or hearings shall be conducted or allowed.

2.7.6 The costs of the Purchaser's Accountants pursuant to the provisions of this Schedule 4 shall be borne by the Purchaser. The costs of the Seller's Accountants shall be borne by the Seller. Each of the Purchaser and the Seller shall bear its own legal costs in connection with the procedure before the Expert Accountant.

2.7.7 The costs of the Expert Accountant (including the cost for his appointment, his expenses and the costs of any advisers to the Expert Accountant) shall be borne by the Purchaser and the Seller in such proportions as the Expert Accountant shall determine provided that such determination shall be in the proportion that the aggregate amount of the relevant

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Party's claims submitted under this paragraph 2.7 are sustained or rejected by the Expert Accountant.

2.7.8 Save in the case of fraud or manifest error the decision by the Expert Accountant shall be final and binding on all concerned and shall be given by the Expert Accountant acting as an expert and not as an arbitrator. If any arbitration is brought by either the Seller or the Purchaser in order to enforce payment of any sum due (or any adjustment required) as a result of the Expert Accountant's determination or in respect of a dispute as to the correctness or validity of the Expert Accountant's determination, such arbitration shall be conducted in accordance with Clause 19 of this Agreement, except that there shall be only a single arbitrator appointed by the LCIA Court in accordance with the LCIA Rules and the hearing shall be held within two months of the appointment of the arbitrator or as soon thereafter as practicable. No joinder or consolidation shall be allowed with respect to such arbitration.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Form of Completion Balance Sheet

See separate document.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 5COMPLETION OBLIGATIONS

Part 1SELLER'S OBLIGATIONS

At Completion:

1. The Seller shall deliver or cause to be delivered to the Purchaser or the Purchaser's Solicitors:

1.1 a copy of a board resolution or extracts from the minutes of a meeting of the directors of the Seller (certified to be a true copy or extract by a director or company secretary of the Seller) (i) authorising the execution and performance of this Agreement and the Transaction Documents (to which it is a party) (ii) subject to the ordinary resolution of the Seller to approve the transfer of the Shares from the Seller to the Purchaser being passed (a) approving the transfer of the Shares from the Seller to the Purchaser in accordance with this Agreement; and (b) approving the execution of the share transfer form(s) in respect the Shares;

1.2 a copy of a shareholder's resolution or extracts from the minutes of a meeting of the shareholders of the Seller (certified to be a true copy or extract by a director or company secretary of the Seller) (i) authorising the execution and performance of this Agreement; and (ii) approving the transfer of the Shares from the Seller to the Purchaser;

1.3 any power of attorney or other authority under which this Agreement is executed on behalf of the Seller;

1.4 share transfer form(s) of all the Shares duly executed by the Seller in favour of the Purchaser together with definitive share certificate(s) showing the Seller as the registered holder and any necessary Singaporean Stamp Duty Documents;

1.5 where they have been issued, share certificates showing the name of one of the Group Companies as registered holder in respect of all the shares in each of the Subsidiaries or in the case of a subsidiary without share certificates, other evidence, in form reasonably acceptable to the Purchaser, demonstrating the ownership by one of the Group Companies of all the interests in such subsidiary;

1.6 a counterpart of the Tax Deed, duly executed by or on behalf of the Seller;

1.7 a copy of the Completion Disclosure Letter;

1.8 a copy of the Brand License Agreement, duly executed by the Seller and any of its Affiliates which are parties thereto;

1.9 a copy of the CEV Escrow Agreement, duly executed by the Seller;

1.10 ***

1.11 ***

1.12 such title deeds, leases, licences and other documents as may be in the possession of the Group Companies relating to each of the Real Properties;

1.13 unless otherwise notified ten (10) Business Days before Completion, the written resignations of the directors and secretary of the Company and the Subsidiaries in the agreed form;

1.14 a copy of the Payoff Letter, duly executed by the Seller and the relevant banks;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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1.15 evidence to the reasonable satisfaction of the Purchaser that all security affecting any asset or shares of Group Companies relating to borrowings of any member of the Seller's Group has been fully and unconditionally discharged;

1.16 evidence to the reasonable satisfaction of the Purchaser that the Restructuring Steps have been completed;

1.17 a copy of each amendment or consent obtained pursuant to Appendix 15 and Appendix 16;

1.18 evidence of termination of each of the Terminating RPTs;

1.19 a notice of resignation of the existing auditors of each Group Company;

1.20 to the extent not in the possession of a Group Company, the cheque books, certificates of incorporation, common seals and all statutory and minute books (which shall be written up to, but not including, the date of Completion) of each Group Company together with all unused share certificate forms;

1.21 a certificate signed by or on behalf of the Seller to the effect of paragraphs 2.1 through 2.3 (inclusive) of Schedule 2;

1.22 the Seller shall procure that the following matters are resolved and passed by a directors' resolution of the Company and each Subsidiary or transacted at a meeting of the directors of the Company and each Subsidiary:

1.22.1 in respect of the Company only, the directors of the Company shall authorise the transfer of the Shares from the Seller to the Purchaser (subject to the share transfer form(s) being duly executed);

1.22.2 in respect of the Company only, the directors of the Company shall authorise the issuance of new share certificates in the name of the Purchaser in respect of the Shares transferred;

1.22.3 in respect of the Company only, subject to the stamping of the share transfer form(s), the directors of the Company shall approve the entry of the Purchaser into the register of members of the Company as the holder of the Shares;

1.22.4 the directors of the Company and each Subsidiary shall accept or note the written resignations of the respective directors and the secretary of the Company and the Subsidiaries referred to in paragraph 1.13 above;

1.22.5 all existing mandates for the operation of the bank accounts of the Company and each Subsidiary shall be revoked and new mandates issued giving authority to Persons nominated in writing by the Purchaser;

1.22.6 the accounting reference date of the Company and each Subsidiary shall be changed to a date as may be directed by the Purchaser; and

1.22.7 at the request of the Purchaser, the persons nominated by the Purchaser shall be appointed as directors and/or secretary of the Company and each Subsidiary, in each case subject to such Person having consented to act.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2PURCHASER'S OBLIGATIONS

At Completion:

1. the Purchaser shall deliver, or shall cause to be delivered to the Seller or the Seller's Solicitors:

1.1 a copy of or extracts from the minutes of a meeting of the directors of the Purchaser authorising the Purchaser to enter into and perform its obligations under this Agreement and the Transaction Documents as certified by a director or the secretary of the Purchaser;

1.2 any power of attorney or other authority under which this Agreement or any document referred to in it is executed on behalf of the Purchaser;

1.3 a counterpart of the Tax Deed, duly executed by or on behalf of the Purchaser;

1.4 a copy of the CEV Escrow Agreement, duly executed by the Purchaser;

1.5 ***

1.6 ***

1.7 a copy of the Brand License Agreement, duly executed by the Purchaser;

2. The Purchaser shall pay by electronic transfer to the account of the Seller (details of which shall be provided in writing to the Purchaser) the Completion Payment.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 6GUARANTEES AND INDEMNITIES

1. In the event of an assignment pursuant to Clause 16.7 of this Agreement, unless the Parties otherwise agree at the time of the assignment, the following provisions will apply:

1.1 The Purchaser unconditionally and irrevocably guarantees to the Seller the punctual discharge by the Assignee of its obligations of whatever nature under this Agreement or other Transaction Documents (including its liabilities to pay damages, agreed or otherwise under this Agreement or other Transaction Documents (the "Guaranteed Obligations")) and promises to pay on demand each sum (together with interest on such sum accrued both before and after the date of demand until the date of payment) which the Assignee is liable to pay under this Agreement or other Transaction Documents.

1.2 Without prejudice to the rights of the Seller against the Assignee, the Purchaser shall be a primary obligor and shall be deemed a principal debtor in respect of its obligations under this Agreement or other Transaction Documents and not a surety.

1.3 The Seller may make any number of demands of the Purchaser.

1.4 The Purchaser's obligations under this guarantee shall be in addition to any rights the Seller may have under any other agreement or security in relation to this Agreement or the Guaranteed Obligations. The Seller may enforce its rights against the Purchaser without first having recourse to any other such agreement or security or exercising any rights or remedies against the Assignee.

1.5 The Purchaser's liability to the Seller shall not be discharged, impaired or affected by:

1.5.1 any legal limitation, disability or incapacity or other circumstances relating to the Assignee or any change in the members or status of the Assignee or any other person;

1.5.2 any variation of any of the terms of this Agreement or other Transaction Documents or of any of the Guaranteed Obligations;

1.5.3 any time, waiver or consent granted to or composition with the Assignee or any other person; any defect in the obligations of the Seller or the Assignee;

1.5.4 the bankruptcy, liquidation or dissolution of the Assignee or the appointment of a receiver, administrative receiver or administrator of the Assignee's assets or any other insolvency proceeding relating to the Assignee or any change of control of the Assignee or any other matter affecting the obligation of the Assignee to perform any Guaranteed Obligation;

1.5.5 any unenforceability, illegality or invalidity of any obligation of any person (other than the Seller) under this Agreement or other Transaction Documents; or

1.5.6 any other matter which, but for this paragraph, would reduce, vitiate or affect the obligations of the Purchaser in respect of the Guaranteed Obligations.

1.6 The Purchaser undertakes to fully and effectively indemnify on an after-Tax basis, keep indemnified and hold harmless the Seller from and against all Actions and all Costs which the Seller or any member of the Seller's Group may suffer or incur or which may be brought against the Seller or any member of the Seller's Group in any jurisdiction arising, directly or indirectly out of, in respect of or in connection with any default by the Assignee in performing any Guaranteed Obligation or by the Purchaser in performing its obligations under this Guarantee.

1.7 Until all of the Guaranteed Obligations have been unconditionally and irrevocably discharged, the Purchaser agrees that:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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1.71 it will not make demand for the payment of any sum from the Assignee connected with or in relation to the sum demanded by the Seller or claim any set-off or counterclaim against the Assignee;

1.7.2 if the Assignee is bankrupt, insolvent or in liquidation, the Purchaser will not prove in any such bankruptcy, insolvency or liquidation in competition with the Seller; and

1.7.3 any security taken by the Purchaser from the Assignee in consideration of this guarantee and any money received by the Purchaser by proving in the bankruptcy, insolvency or liquidation of the Assignee, shall be held in trust absolutely for the Seller, in respect of the obligations of the Purchaser under this Schedule 6.

1.18 The Purchaser agrees that:

1.18.1 if any payment received by the Seller from the Assignee in relation to the Guaranteed Obligations is avoided or set aside on the subsequent bankruptcy, insolvency or liquidation of the Assignee any amount received by the Seller and subsequently repaid, shall not discharge or diminish the liability of the Purchaser for the Guaranteed Obligations and this Schedule 6 shall apply as if such payment had at all times remained owing by the Assignee; and

1.18.2 after a demand has been made by the Seller under this Schedule 6 and until the amount demanded has been paid in full, the Seller may take such action as they think fit against the Assignee to recover all sums due and payable to it under this Agreement or other Transaction Documents, without affecting the obligations of the Purchaser under this Schedule 6.

1.9 The Purchaser shall pay the reasonable charges (including legal and other costs on a full indemnity basis) incurred by the Seller in relation to the enforcement by the Seller of the obligations of the Purchaser in this Schedule 6.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 7POST COMPLETION OBLIGATIONS

Part 1POST COMPLETION OBLIGATIONS OF THE PURCHASER

1. ***

2. ***

3. ***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2POST COMPLETION OBLIGATIONS OF THE SELLER

1. The Seller undertakes that, after Completion, it shall *** obtain as soon as reasonably practicable after Completion a full release of the Group Companies (as applicable) from any guarantee or indemnity given for the benefit of the Promoters or any member of the Seller's Group where such release has not already been procured at Completion. The Seller undertakes that prior to obtaining any such release , it shall indemnify and hold harmless the Group Companies and the Purchaser from any and all costs, claims and liabilities arising under any guarantee or indemnity given by such Person for the benefit of the Promoters or the Seller's Group. The Seller agrees that the Group Companies shall be able to enforce this provision against the Seller for the purposes of Clause 16.9.

2. If at any time *** of Completion, the Purchaser discovers that any member of the Group transferred any asset or right to the Seller's Group prior to Completion, in connection with the restructuring of the Agila Business, which relates to the Agila Business or the business conducted by the Agila Group as at Completion, the Seller shall, on reasonable request in writing from the Purchaser, use all reasonable endeavours to retransfer any such asset or right to the Group for US$1, provided that the Seller shall on demand indemnify and hold harmless the Group Companies and the Purchaser on an after-Tax basis from and against any and all costs (including professional advisers' fees), claims, losses and liabilities (whether in respect of Tax or otherwise) arising in connection with such retransfer.

3. If at any time *** of Completion, the Purchaser, discovers that any contract or agreement, other than a Transferring Contract, which relates to the Agila Business or the business conducted by the Agila Group as at Completion has not been transferred, assigned or novated to a Group Company, the Seller shall, on reasonable request in writing from the Purchaser, use its best endeavours to effect the transfer, assignment or novation of that contract or agreement to the relevant Group Company specified by the Purchaser in such written request. From the date of such written request until the date on which such transfer, assignment or novation has been effected, the Seller shall hold the benefit of that contract or agreement on trust for the Purchaser and shall account for and pay or deliver to the Purchaser any monies, goods or other rights or benefits received by the Seller and/or any members of the Seller's Group in relation thereto as soon as practicable after such receipt.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 3TRANSFERRING CONTRACTS

1. CONTRACTS

Save as provided in paragraphs 2 to 6 (inclusive) herein and subject to and with effect from the Completion Date, the Purchaser shall assume responsibility as from the Completion Date for the due performance of all obligations under the Transferring Contracts and all liabilities arising or falling due for performance after the Completion Date under the Transferring Contracts (other than those unrelated to the Agila Business).

2. ASSIGNMENT

This Agreement constitutes, subject to and with effect from the Completion Date, an assignment by the Seller to the Purchaser of the Transferring Contracts if and to the extent the benefit of each such Transferring Contract can be assigned by the Seller or any member of the Seller's Group (as applicable) to the Purchaser or the Group without Third Party Consent or in respect of which any required Third Party Consent has been obtained by the Seller before Completion.

3. CO-OPERATION

3.1 Insofar as the Transferring Contracts comprise the benefit and burden of contracts which cannot be effectively assigned except by novation or with Third Party Consent:

3.1.1 this Agreement shall not constitute or operate or be construed as an assignment or attempted assignment of the relevant Transferring Contract where such conduct would constitute a breach of such Transferring Contract;

3.1.2 any fee, charge, cost or financial penalty levied by a third party pursuant to the terms of such Transferring Contract in respect of the granting of any Third Party Consent or the termination of any Transferring Contract shall be exclusively borne by the Seller without any right of indemnification against the Purchaser; and

3.1.3 the Seller and the Purchaser shall co-operate and do anything which may *** be required to ensure, to the fullest extent that each is able, that the relevant Transferring Contracts are novated or the necessary Third Party Consent or other agreement is obtained, in each case on terms reasonably satisfactory to the Purchaser as soon as possible after Completion.

4. EXCLUSION OF CONTRACTS

The Seller shall ***, to novate the Transferring Contracts or to obtain all necessary Third Party Consents on or before the Completion Date. The Purchaser shall not be obliged to enter into any agreement in relation to a Third Party Consent which would make the rights or obligations of the Purchaser in respect of the relevant Transferring Contract materially less favourable or more onerous in any respect than the rights or obligations of the relevant Group Company or Seller Group Company in relation thereto.

If any Transferring Contract cannot be assigned or novated to the Purchaser without a Third Party Consent and such Third Party Consent has not been obtained by the Completion Date, the Seller and the Purchaser shall *** obtain such Third Party Consent as soon as practicable after Completion.

If any requisite novation or Third Party Consent is refused or not obtained on or before the date being *** after Completion (or such longer period as may be agreed by the Seller and the Purchaser

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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in writing) in respect of any Transferring Contract, the relevant Transferring Contract(s) shall be deemed to have been excluded from the sale and purchase under this Agreement and the Purchaser and its Affiliates and the Group Companies shall immediately cease to have any further liability whatsoever in respect of such excluded Transferring Contract(s). Upon such deemed exclusion of the relevant Transferring Contract(s), the Seller may take any and all steps necessary either to terminate or to effect the continued discharge of all or any such contracts.

If such Transferring Contract(s) are deemed excluded, the parties shall meet and discuss in good faith appropriate remedies, which may include a purchase price refund due from the Seller to the Purchaser for such excluded contracts.

5. THE SELLER AS TRUSTEE

5.1 After the Completion Date and until receipt of any requisite novation or Third Party Consent in respect of a relevant Transferring Contract:

5.1.1 the Seller shall, and shall procure that any member of the Seller's Group shall (as applicable), hold the benefit of that Transferring Contract on trust for the Purchaser and shall account for and pay or deliver to the Purchaser any monies, goods or other rights or benefits received by the Seller and/or any members of the Seller's Group in relation thereto as soon as practicable after such receipt and the Purchaser shall be entitled to the use and enjoyment of such Transferring Contracts to the extent the Seller (or any member(s) of the Seller's Group) is not constrained by operation of Applicable Law from paying or delivering such monies, goods or other rights or benefits to the Purchaser; and

5.1.2 the Purchaser shall (if sub-contracting or agency is permissible under the relevant Transferring Contract) as the Seller's sub-contractor or agent perform on behalf of the Seller or any member of the Seller's Group (but at the Purchaser's expense) all the obligations of the Seller or any member of the Seller's Group arising after the Completion Date,

but provided that if, in the circumstances described in paragraph 4 above, any Contract does not permit sub-contracting or agency, the Parties shall make such other arrangements between themselves as may be permissible to implement so far as possible the effective transfer of the benefit and burden of such Transferring Contract to the Purchaser.

6. PURCHASER INDEMNITY AGAINST SELLER'S GROUP LOSSES

The Purchaser shall (on an after-Tax basis) indemnify and keep indemnified the Seller and any member of the Seller's Group against all losses (including, but not limited to, liabilities, costs, charges, expenses, claims, demands and damages (whether directly or indirectly arising) and including consequential loss) which may be suffered or incurred by the Seller and/or any member of the Seller's Group as a result of any act, neglect, default or omission on the part of the Purchaser to perform or comply with any obligation of the Purchaser under this Schedule 7 relating to the Transferring Contracts arising on or after the Completion Date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 8SELLER AND PROMOTER WARRANTIES

Part 1GENERAL WARRANTIES

1. TITLE

1.1 Entire issued share capital

The Shares constitute the entire issued share capital of the Company.

1.2 Title to Shares

The Seller is the legal and beneficial owner of, and will at Completion be entitled to transfer the legal and beneficial title to, the Shares with Full Title Guarantee, free from any Encumbrances.

1.3 Share capital of Subsidiaries

The share capital of each Subsidiary is legally and beneficially owned as shown in Part 2 of Schedule 1, free from any Encumbrances.

1.4 Issued shares

All the issued shares of each Group Company are fully paid up and no Group Company has exercised or purported to exercise or has a claim on or any lien over any of their shares. There are no obligations of the Seller whatsoever to pay in any additional capital or to provide any other contribution such as a contribution in kind.

1.5 Rights of third parties

No Person has the right to call for the issue of any share or loan capital of any Group Company by reason of any conversion rights or under any option or other agreement.

2. SELLER AND GROUP COMPANY CAPACITY

2.1 Incorporation

The Seller and each Group Company is duly incorporated, duly organised and validly existing under the laws of its jurisdiction and has full power and authority to own, lease and operate its properties and assets and to conduct its business as conducted at the date of this Agreement.

2.2 Corporate power and authority

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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2.2.1 The Seller has the necessary corporate power, authority and capacity to enter into and perform this Agreement and the other Transaction Documents to which it is a party and the provisions of this Agreement and such Transaction Documents, shall constitute legal, valid and binding obligations on the Seller and are enforceable against the Seller, in accordance with their respective terms.

2.2.2 The Seller and each Group Company is duly qualified or registered (or local legal equivalent, if any) and is permitted to carry on business in the jurisdictions in which the ownership of its properties in connection with the AgilaBusiness or the conduct of the AgilaBusiness requires such qualification or registration.

2.3 Due authorisation, execution and delivery

The Seller has duly authorised, executed and delivered this Agreement and the other Transaction Documents to which it is a party, and no other corporate actions of the Seller are required for the Agreement to be binding and enforceable in accordance with its terms.

2.4 No breach

The execution and delivery by the Seller of, and the performance by the Seller of its obligations under, this Agreement and the Transaction Documents to which it is party will neither:

2.4.1 result in a breach of any provision of its or any of the Group Company's memorandum or articles of association or any of its or any of the Group Company's other constitutional documentation; nor

2.4.2 violate, conflict with or result in a breach of any Applicable Law or loss of rights under any material Governmental Authorisations which are material to the AgilaBusiness or to which it or any Group Company is subject or by which any of their respective property or assets is bound or affected; nor

2.4.3 result in a material breach of, or constitute a material default under, any instrument (including without limitation any agreement) to which it or any Group Company is a party or by which it or any Group Company is bound.

2.5 Consents

All material consents, permissions, authorisations, approvals and agreements of third parties and all material authorisations, registrations, declarations, filings, approvals and clearances with any Governmental Authority having jurisdiction over the Seller which are necessary (i) for the Seller to obtain in order to enter into and perform this Agreement, and any Transaction Document to which it is party, (ii) for the consummation of the Restructuring and (iii) for the consummation of the transactions contemplated by the JV Interest Purchase Agreements, in each case, have been unconditionally obtained in writing and have been disclosed in writing to the Purchaser.

2.6 Proceedings

There are no:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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2.6.1 outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Seller;

2.6.2 litigation, arbitration, prosecution or other legal Proceedings, claims or actions (whether criminal or civil) in progress, outstanding, pending or, so far as the Seller is aware, threatened against or affecting the Seller; and

2.6.3 investigations by any governmental or regulatory body which are pending or, so far as the Seller is aware, threatened against the Seller,

and which, in each case, has or could have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or any Transaction Document to which it is a party.

2.7 Solvency

2.7.1 No order has been made or notice provided and, so far as the Seller is aware, no petition presented or meeting convened for the winding up of the Seller or any Group Company, nor, so far as the Seller is aware, any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and, so far as the Seller is aware, there are no Proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction.

2.7.2 No Group Company is insolvent and no Group Company is unable to pay or has stopped paying its debts as they fall due, nor has aggregate Liabilities which exceed the aggregate value of its assets.

3. PROMOTER CAPACITY

3.1 Power and Authority

Each Promoter has the necessary authority and capacity to enter into and perform this Agreement and the other Transaction Documents to which it is a party and the provisions of this Agreement and such other Transaction Documents, shall constitute legal, valid and binding obligations on each Promoter and are enforceable against each Promoter, in accordance with their respective terms.

3.2 Due authorisation, execution and delivery

Each Promoter has duly authorised, executed and delivered this Agreement and the other Transaction Documents to which such Promoter is a party.

3.3 No breach

The execution and delivery by each Promoter of, and the performance by each Promoter of its obligations under, this Agreement and the other Transaction Documents to which it is party will neither:

3.3.1 result in a breach of any Applicable Law; nor

3.3.2 result in a material breach of, or constitute a material default under, any instrument to which it is a party.

4. ACCOUNTS

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.1 General

4.1.1 The Draft Limited Review Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

4.1.2 The Final Limited Review Accounts will be prepared in accordance with the accounting policies stated in them and will be properly prepared and will be accurate in all material respects and not misleading.

4.1.3 The Historical Limited Review Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

4.1.4 The Draft Individual Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

4.1.5 The Final Individual Accounts will:

(E) be prepared in accordance with the accounting policies stated in them; and

(F) show a true and fair view of the state of affairs of the relevant Group Company as at the date of the relevant Final Individual Accounts and of its profit or loss for the accounting reference period ended on that date.

4.2 Position since Accounts Date

Since the Accounts Date:

4.2.1 apart from the dividends provided for or disclosed in the Accounts, no dividend or other distribution has been declared, paid or made by any Group Company to a party other than a Group Company;

4.2.2 the business of all Group Companies has been carried on in the Ordinary Course of Business and so as to maintain them as a going concern;

4.2.3 no Group Company has acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than trading stock in the Ordinary Course of Business; and

4.2.3 there has not occurred any Material Adverse Effect.

4.3 No Undisclosed Liabilities

No Group Company has incurred or assumed any material Liabilities except for Liabilities: (i) reflected or reserved against in the Draft Limited Review Accounts or which will be reflected or reserved in the Final Limited Review Accounts; or (ii) incurred in the Ordinary Course of Business, since the Accounts Date.

No Group Company, which has prepared Draft Individual Accounts, has incurred or assumed any material Liabilities except for Liabilities: (i) reflected or reserved against in the Draft Individual Accounts or which will be reflected or reserved in the Final Individual Accounts; or (ii) incurred in the Ordinary Course of Business, since the Accounts Date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.4 Bank Accounts

4.4.1 Appendix 19 lists each bank account maintained by or for the benefit of the Company or any of its Subsidiaries at any bank or other financial institution.

4.4.2 All existing accounts receivable of the Company and each of its Subsidiaries represent valid obligations of customers of the Company or its Subsidiaries arising from bona fide transactions entered into in the Ordinary Course of Business other than for doubtful accounts receivable for which the Company has made reserves in the Limited Review Accounts. Appendix 20 provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of Agila Marketing as of 30 September 2012.

4.5 Inventory

4.5.1 The inventories of the Group Companies as referenced in the Draft Individual Accounts and the Draft Limited Review Accounts with respect to the Agila Business are of a saleable quality and condition and usable (taking into account shelf life) in the Ordinary Course of Business for their intended purposes other than for doubtful inventories for which the relevant Group Company has made reserves in the Draft Individual Accounts and the Draft Limited Review Accounts. All inventories, raw materials and work-in-process have been manufactured and stored in compliance with, and meet, all applicable product specifications and the requirements of the applicable Product Registrations.

4.5.2 Since 31 December 2010, the Seller has not, and the Group Companies as referred in the Draft Individual Accounts and the Draft Limited Review Accounts have not, with respect to the Agila Business: (i) made any change in the selling, distribution, advertising, terms of sale or collection practices from those planned or budgeted that is materially inconsistent with past practices in the Ordinary Course of Business and would be material to the AgilaBusiness, (ii) entered into any material business practices, programs or long-term allowances not previously used in the Ordinary Course of Business or (iii) engaged in the practice of “channel stuffing” or any program, activity or other action (including any rebate, discount, chargeback, refund policy or practice), in the case of this clause (iii), that would reasonably be expected to result, directly or indirectly, in a trade buy-in that is significantly in excess of normal customer purchasing patterns consistent with past practice of the AgilaBusiness during the twelve (12) month period prior to the date of this Agreement.

5. ASSETS

5.1 The assets included in the Draft Limited Review Accounts and the Draft Individual Accounts or acquired by any Group Company since the Accounts Date in the Ordinary Course of Business (other than assets disposed of since that date) which are of material significance to the business of the Group are the property of a Group Company free from any material Encumbrance and such Group Company has full legal and beneficial ownership of and title to such assets.

5.2 The assets described in paragraph 5.1 constitute all of the assets (excluding the Real Properties) that are currently necessary to operate and conduct the Agila Business on a going concern basis.

5.3 The tangible assets described in paragraph 5.1 are in good operating condition and repair, ordinary wear and tear excepted and are suitable for the purposes for which they are being used for the purposes of the Agila Business and have been maintained in accordance with normal industry practices where they are located.

5.4 No Group Company has, within the period of 24 months prior to the date of this Agreement, acquired any asset from any third party or any other Group Company on terms which were not at arm's length.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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5.5 No Group Company is owed any money from a third party or any other Group Company other than debts incurred in the Ordinary Course of Business.

6. BORROWINGS, GRANTS AND LOANS TO DIRECTORS

6.1 Borrowings

6.1.1 No Group Company has outstanding any obligation for the payment or repayment of money, whether present or future, actual or contingent, in respect of:

(A) monies borrowed;

(B) any recourse to a company selling or discounting receivables in respect of receivables sold or discounted;

(C) moneys raised under any bond, loan note or similar instrument;

(D) hire purchase agreements; or

(E) any guarantee provided to a third party (which is not a Group Company) in respect of any obligation for the payment or repayment of money described in paragraphs (A) to (D) above,

any such obligation being referred to below as a "Borrowing".

6.1.2 No Borrowing of any Group Company is payable before its normal or originally stated maturity and no demand or other notice requiring the payment or repayment of money before its normal or originally stated maturity has been received by any Group Company.

6.1.3 No event or circumstance has occurred such as to entitle any Person (which entitlement is subsisting at the date of this Agreement) to require the payment or repayment of any Borrowing from a Group Company before its normal or originally stated maturity or which is or shall be such as to terminate, cancel or render incapable of exercise any entitlement to draw money or otherwise exercise the rights of any Group Company under an agreement relating to Borrowing.

6.2 Grants and subsidies

So far as the Seller is aware, no Group Company has done or agreed to do anything as a result of which:

6.2.1 any investment grant or other grant or any subsidy received by any Group Company is or may be liable to be refunded; or

6.2.2 any application made by any Group Company for such a grant or subsidy shall or may be refused; and

6.2.3 neither the signature nor the performance of the Agreement shall have any such result.

6.3 Loans to directors and connected persons

There is not outstanding:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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6.3.11 any loan made by any Group Company to, or debt owing to any Group Company by, any director of any Group Company or any Person connected with any of them; or

6.3.12 other than employment agreements, any agreement or arrangement to which any Group Company is a party and in which any director of any Group Company or any Person connected with any of them has a material interest.

7. REAL ESTATE

7.1 Interests

The Owned Real Properties comprise all the land and buildings owned by the Group or used or occupied by the Group or in which any Group Company has any other interest, right or liability.

7.2 Owned Real Property

In the case of each of the Owned Real Property:

7.2.1 the information contained in Schedule 11 as to tenure and the principal terms of the interests held by the Group Company is true and accurate in all respects;

7.2.2 there are no mortgages, charges, legal or equitable, specific or floating or debentures, rent charges, liabilities to maintain roadways, liens (whether for costs or to an unpaid seller or otherwise), annuities or trusts (whether for securing money or otherwise) affecting such Owned Real Property or the proceeds of its sale;

7.2.3 there are no agreements for sale or lease, estate contracts, options, rights of pre-emption or similar matters affecting it, the provisions of which remain to be observed or performed;

7.2.4 no Group Company by its use or occupation of such Owned Real Property contravenes any requirement or restriction having the force of law and each Group Company has, so far as the Seller is aware, complied with all covenants, conditions, restrictions, limitations and other matters binding on it, none of which is of an unusual or onerous nature or prejudicially affects the Group's use, occupation or powers of disposal or development of such Owned Real Property or materially adversely affects its value;

7.2.5 the relevant Group Company is in actual occupation of those parts of it as are not the subject of the tenancies on an exclusive basis (all such tenancies being described in Schedule 11) and, except by virtue of such tenancies, no Person other than the relevant Group Company has any right (actual or contingent) to possession, occupation or use of or interest in it;

7.2.6 no action, claim, Proceeding, demand, dispute, complaint or liability (contingent or otherwise) in respect of any of the Owned Real Property is outstanding or, so far as the Seller is aware, anticipated;

7.2.7 no development at any of the Owned Real Property has been carried out in breach of Planning Law or applicable construction laws;

7.2.8 the relevant Group Company has good title to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances; and

7.2.9 the Improvements are in reasonably good condition and repair in all material respects and sufficient for the current operation of the business conducted therein, subject to reasonable wear and tear. There are no facts or conditions affecting any of the Improvements which would interfere in any

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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material respect with the use or occupancy of the Improvements or any portion thereof in the operation in the normal course of business.

7.3 Leasehold Real Properties

In relation to each of the Leased Real Properties:

7.3.1 each such Leased Real Property is held under the terms of the lease which is summarised in Schedule 11, is on an arms-length basis, and no licences or collateral assurances, undertakings or concessions or variation or waiver of terms have been made by any party to the lease;

7.3.2 the Group Company that is identified in Schedule 11 as being the lessee of any parcel of Leased Real Property has a valid and enforceable leasehold interest under the lease for such Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, and has not assigned its interest in such lease or sublet any portion of the Leased Real Property to a third party;

7.3.3 true, correct and complete copies of the leases (in all material respects) for the Leased Real Property have been delivered to Purchaser prior to the date hereof and such have not been amended or modified following such delivery;

7.3.4 the relevant Group Company has paid the rent and all other sums payable under the lease on the due dates for payment and the last demand for rent was unqualified and each lease is valid and in full force;

7.3.5 no notices have been served by the landlord in respect of the forfeiture of any lease terminating or in respect of any breach or default by the lessee under each lease; and

7.3.6 other than as set forth in Appendix 1 and other than Third Party Consents required to charge the Real Properties, no Third Party Consents are required under the leases for the Leased Real Property in connection with the consummation of the transactions contemplated herein.

7.4 Tenancies

In relation to each of the Owned Real Properties which is subject to any lease, underlease, tenancy, licence or other agreement or arrangement giving rise to rights of occupation and enjoyment ("tenancy") each tenancy is summarised in Schedule 11, and contains no unusual or onerous provisions.

7.5 Other involvement in relation to property

So far as the Seller is aware, no Group Company has at any time during the last two years:

7.5.1 had vested in it (whether as an original tenant or undertenant or as an assignee, transferee or otherwise) any freehold or leasehold property other than the Owned Real Property and Leased Real Property; and

7.5.2 given any covenant or entered into any agreement, deed or other document (whether as a tenant or undertenant or as an assignee, transferee, guarantor or otherwise) in respect of any freehold or leasehold property in respect of which any actual, contingent or potential liability remains with any Group Company.

8. ENVIRONMENTAL AND HEALTH AND SAFETY

8.1 Each Group Company complies, and has *** complied, with all applicable Environmental Laws in all material respects.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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8.2 Each Group Company has obtained all Environmental Licences (all of which are valid and subsisting) and complies in all material respects with the terms and conditions of all its Environmental Licences. No Group Company has received any written notice from any Regulatory Authority threatening a suspension, revocation, modification or cancellation of any such Environmental License ***, no event or has occurred or circumstance exists that could reasonably be expected to give rise to the issuance of any such notice or the taking of any such action.

8.3 There are no unresolved, pending or *** threatened Environmental Proceedings involving the Seller (with respect to the Agila Business) or any Group Company.

8.4 *** there is no contamination of the Environment at any of the Real Properties or at any properties adjacent to the Real Properties that is reasonably likely to subject any Group Company to any material liability or require any material expenditure for investigation, monitoring, remediation, or corrective action under any Environmental Law and neither Seller nor any Group Company has received a written notice from any Regulatory Authority regarding the potential existence of such contamination or requiring Seller or any Group Company to conduct an evaluation with respect to the potential presence of such contamination (excluding any such notices or requirements that have been fully resolved with no further exposure, liability or obligation on the part of Seller or any Group Company).

8.5 None of the Real Properties nor, so far as Seller is aware, any property, facility or location utilized by any Group Company for the treatment, storage or disposal of Dangerous Substances generated at any of the Real Properties or with respect to the operation of the Agila Business is listed on any federal, state or local compilation of contaminated sites or is undergoing or, so far as Seller is aware is, proposed or required to undergo investigation, remediation, monitoring or corrective actions with respect to Dangerous Substances.

8.6 During the past ***, no environmental reports, investigations or audits relating to environmental or occupational safety and health matters with respect to the Agila Business were obtained from, requested by, or conducted by or on behalf of the Seller (with respect to the Agila Business) or any Group Company at the request of any Regulatory Authority.

8.7 None of the Group Companies nor the Seller (with respect to the Agila Business) is currently subject to any outstanding order, decree or judgment pursuant to Environmental Law.

8.8 In connection with the sale of any real property or business ***, none of the Group Companies has entered into any agreement pursuant to which it has retained liabilities arising pursuant to Environmental Law, or agreed to indemnify the purchaser of the property or business with respect to such liabilities, excluding agreements relating to such liabilities that have expired by the terms of such agreements.

9. INTELLECTUAL PROPERTY

9.1 Title

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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9.1.1 Accurate details of all Agila IP registrations and applications ("Registered Agila IP") are set out in Appendix 6 and all such rights are owned legally and beneficially by the member of the Group identified in Appendix 6 as the proprietor.

9.1.2 All rights to Agila IP are exclusively, legally and beneficially owned by one or more members of the Group, and the sole registered proprietor (where relevant) of all Intellectual Property registrations and applications is as set out in Appendix 6.

9.1.3 None of the Agila IP is subject to any Encumbrance.

9.1.4 The Group owns or has a valid right to use in accordance with the terms of any licence, all material Intellectual Property (excluding any rights in software and computer programs, (whether in source code, object code or other form), algorithms, databases, compilations and data, and supporting technology) necessary to continue the AgilaBusiness in the manner currently carried on.

9.1.5 Other than as disclosed in the Disclosure Letter, all fees owed by the Seller or its Affiliates in the applicable national or jurisdictional offices to maintain rights to the Registered Agila IP in such offices have been paid up to and including Completion, and there are no actions that must be taken within 4 months of Completion, including the payment of fees or the filing of documents, for the purposes of obtaining, maintaining, perfecting, or renewing any rights in such Registered Agila IP.

9.1.6 No current or former Affiliate of the Seller (except the Group), partner, director, stockholder, officer, or employee of the Seller or its Affiliate (except the Group) will, after Completion, own or retain any proprietary rights in any of the Agila IP owned, used, or held for use (including for defensive purposes) by the Seller in the conduct of the AgilaBusiness.

9.1.7 The ownership rights of the Seller in respect of and in and to the Registered Agila IP are subsisting on the respective applicable registries as at the date of this Agreement.

9.1.8 So far as the Seller is aware and other than as disclosed in the Disclosure Letter no legal Proceeding has commenced, nor judgment been delivered nor contract entered into, that prohibits or restricts the Seller from transferring or assigning any of the Agila IP to the Purchaser.

9.2 Product Registrations

The information in Appendix 4 was true and accurate in respects of the Product Registrations held by the Agila Business as at 31 December 2012.

9.3 Licences

9.3.1 Details of all material written licences and agreements of rights in Intellectual Property (excluding any rights in software and computer programs (whether in source code, object code or other form) algorithms, databases, compilations and data and supporting technology) granted to or by a member of the Group are set out in the Data Room.

9.3.2 No member of the Group has within the 24 months prior to the date of this Agreement received or issued a written notice in respect of any material breach or termination in respect of any of the licences, agreements or arrangements disclosed pursuant to paragraph 9.3.1.

9.4 Infringement

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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9.4.1 There have been no claims asserted or threatened in respect of infringement a third party's Intellectual Property Rights in the past three years against the Seller or, so far as the Seller is aware, any other Person other than as disclosed in the Disclosure Letter.

9.4.2 So far as the Seller is aware, no Person is infringing, misappropriating or otherwise violating any Intellectual Property (excluding any rights in software and computer programs (whether in source code, object code or other form) algorithms, databases, compilations, and data and supporting technology) owned, used or held for use by any member of the Group which is material to the AgilaBusiness, and no such claim has been asserted or threatened against any Person by the Seller or, so far as the Seller is aware, by any other Person *** prior to the date of this Agreement.

9.5 Confidential information

9.5.1 So far as the Seller is aware, except in the Ordinary Course of Business, in dealings with a regulatory authority or under an obligation of confidence, no material confidential information or Know-how relating to the AgilaBusiness has been disclosed, or permitted, undertaken or arranged to be disclosed to any Person.

9.5.2 So far as the Seller is aware, nothing done or omitted to be done by any of the members of the Group or the Seller's Group with respect to any Group Company and/or the Agila Business has breached, or is breaching, any right of any third party to confidence.

10. DATA PROTECTION

Each Group Company has complied in all material respects with all applicable Data Protection Laws. No claims have been asserted or, so far as the Seller is aware, threatened against any Group Company alleging a violation of any Person's privacy or personal information or data rights and, so far as the Seller is aware, nothing has been done or omitted to be done and no circumstances exist which could give rise to any Proceeding, action or claim in connection with the applicable Data Protection Laws.

11. INFORMATION TECHNOLOGY

11.1 Identification and Rights

11.1.1 Complete and accurate details (in all material respects) of all Information Technology Systems are contained in the Data Room.

11.1.2 All Information Technology Systems and Software are:

(A) legally and beneficially owned by the Group or in relation to Software is owned by or licensed to the Group;

(B) in the sole and exclusive possession and control of the Group; and

(C) free from any charge, mortgage or Encumbrance, and are not the subject of any agreement for lease, hire, hire purchase, sale on deferred terms or any other similar arrangement.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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11.1.3 The source code and relevant data sets for all Software, other than Shrinkwrap Software, is either held by the Group or in escrow on behalf of the Group. The source code includes all documents and other materials necessary to allow a reasonably skilled programmer to make modifications to or enhancements of the Software.

11.1.4 Each Group Company holds all the rights necessary to use the Information Technology Systems in the manner in which they are used by that Group Company.

11.2 Information Technology Agreements

11.2.1 Complete and accurate details (in all material respects) of all material subsisting agreements relating to the Information Technology Systems, including all material insurance policies, licence, lease, development, maintenance, support, escrow, security, disaster recovery, website hosting, outsourcing, facilities management, utilisation, bureau, on line services and service agreements (the "Information Technology Agreements") are contained in the Data Room.

11.2.2 Neither the Seller nor, so far as the Seller is aware, any other party to a Information Technology Agreement is in material breach of such Information Technology Agreement and each Information Technology Agreement is valid, subsisting and legally enforceable against the parties to it.

11.3 Software

The Seller has taken reasonable steps at all times to ensure that all Software and data residing on its computer networks or licensed or otherwise distributed to customers is free of viruses and other disruptive technological means. The Software created by the Seller or any of its Affiliates does not contain any computer code or, so far as the Seller is aware, other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any Software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause the Software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.

11.4 Functionality

The Information Technology Systems:

11.4.1 are materially in satisfactory working order and fit for the purpose intended for the Agila Business;

11.4.2 have not suffered any material error, breakdown, failure or security breach in the last two years which has caused any material disruption or damage to the AgilaBusiness of the Group;

11.4.3 of a regulated nature (cGxP) included with the Group are validated to a standard commensurate with the expectations of regulatory agencies such as the FDA. Software change control is current, and the required related documentation is current and either included with or in control of the Group; and

11.4.4 and data used to host relevant regulated, manufacturing and financial data that may be required to support an audit, recall or similar activity are included in the Group. This extends to any archived data sets for previous versions of relevant software.

12. COMMERCIAL ARRANGEMENTS AND CONDUCT

12.1 List of material contracts

The Data Room contains copies of each of the following (each, a "Material Contract"):

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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12.1.1 material contract of guarantee or indemnity pursuant to which any Group Company guarantees or indemnifies the performance of any obligation by any Person other than another Group Company;

12.1.2 joint venture or partnership agreement or agreements for material acquisition or disposal of shares to which any Group Company is a party;

12.1.3 material agreement or arrangement between any Group Company and a major distributor, supplier or customer of the Group;

12.1.4 sale or purchase option or similar agreement or arrangement affecting any material assets owned or used by any Group Company or by which it is bound, except for sales of product inventory in the Ordinary Course of Business;

12.1.5 material contract by and among any Group Company, on the one hand, and the Seller, any Affiliate of the Seller, or any officer or director of any Group Company, the Seller, or any Affiliate of the Seller, on the other hand;

12.1.6 agreement or arrangement of any Group Company containing any covenant limiting the right of the Company or a Subsidiary to engage in any line of business or to compete (geographically or otherwise) with any Person, granting any exclusive rights to make, sell or distribute any of the Relevant Products, granting any "most favored nation" or similar rights, containing any right of first offer or right of first negotiation, or otherwise prohibiting or limiting the right of the Company or a Subsidiary to make, sell or distribute any Relevant Products;

12.1.7 settlement agreement with respect to any pending or threatened Proceeding entered into by any Group Company or Seller or a member of the Seller's Group (relating to the AgilaBusiness) within 24 months prior to the date of this Agreement to the extent there is a material obligation outstanding under such settlement agreement;

12.1.8 material written warranty, guarantee or other similar agreement with respect to contractual performance extended by any Group Company other than in the Ordinary Course of Business; and

12.1.9 material liability, obligation or commitment (other than those listed in paragraphs 12.1.1 to 12.1.8 above) on the part of any Group Company (including a capital commitment) which:

(A) is incapable of performance within 12 months from the date of Agreement; or

(B) has not been incurred in the Ordinary Course of Business; or

(C) contains any onerous or unusual terms; or

(D) is, or is likely to be, of major significance to the Group or the Agila Business.

12.2 Validity of Material Contracts

The Data Room contains an accurate and complete copy (in all material respects) of each Material Contract. With respect to each such Material Contract:

12.2.1 the Material Contract is legal, valid, binding, enforceable, duly registered (if applicable) and sufficiently stamped and in full force and effect except to the extent it has previously expired in accordance with its terms, and has been entered into on an arm's length basis;

12.2.2 neither the Seller, nor, so far as the Seller is aware, any other party to the Material Contract is in material breach or default under the Material Contract and, so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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constitute a material breach or default by the Seller or the applicable Group Company or by any such other party; and

12.2.3 so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, imposition of additional material obligations or loss of rights under, result in any payment becoming due under, result in the imposition of any Encumbrances on the assets of any Group Company under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under, the Material Contract, nor has the Seller given or received any written notice or other written communication alleging the same.

12.3 Effect of Agreement on Material Contracts

There is no Material Contract which shall or may be breached, rescinded, terminated or accelerated (whether after the giving of notice or the lapse of time or both) as a result of the execution and/or performance of this Agreement (or Completion) or of any other Transaction Document.

12.4 Capital expenditures

There are no agreements or arrangements of any Group Company for capital expenditures ***.

13. LITIGATION, ETHICS AND INSURANCE

13.1 Legal proceedings

Apart from normal debt collection, no Group Company is engaged or proposing to engage in any litigation, arbitration, prosecution or other legal Proceedings, and there are no claims or actions (whether criminal or civil) in progress, outstanding, pending or threatened in writing, against any Group Company or the Seller (in respect of the Agila Business) or any assets or directors of any Group Company and, so far as the Seller is aware, there are no facts, matters or circumstances which are reasonably likely to give rise to Proceedings.

13.2 Unlawful acts by Company

No Group Company and, so far as the Seller is aware, none of their directors, officers or employees has by any act or default committed:

13.2.1 any criminal or unlawful act in connection with the business of the Group;

13.2.2 any breach of trust or fiduciary duty in relation to the business or affairs of the Group.

13.3 Official investigations

No governmental, regulatory or official investigation or inquiry concerning any Group Company is in progress or threatened and, so far as the Seller is aware, there are no circumstances which are likely to give rise to any such investigation or inquiry.

13.4 Ethics, bribery and corruption

13.4.1 No Group Company and, so far as the Seller is aware, none of their directors, officers or employees has, directly or indirectly, given, made, offered or received or agreed (either themselves or in agreement with others) to give, make, offer or receive any payment, gift, contribution, expenditure or other advantage:

(A) which would violate any Applicable Laws in relation to bribery or corruption; or

(B) to or for a Public Official with the intention of: (i) improperly influencing any act or decision of such Public Official; (ii) inducing such Public Official to do or omit to do any act in violation

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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of his lawful duty; or (iii) securing any improper advantage, in each case in order to obtain or retain business with or direct business to any Person,

(a "Corrupt Act").

13.4.2 For the purposes of this paragraph 13.4, "Public Official" includes, without limitation, any Person holding, representing or acting on behalf of a Person holding a legislative, administrative or judicial office, and any Person employed by, representing or acting on behalf of a government, department thereof, public agency or enterprise, public international organisation, or state owned enterprise, any representative or official of a political party or any candidate for any political office or any official or employee of any state hospital, agency or health care institution.

13.4.3 So far as the Seller is aware, no agent of any Group Company has committed a Corrupt Act in connection with the business of the Group Company.

13.4.4 No Group Company has been investigated (or is being investigated or is subject to a pending investigation) nor, so far as the Seller is aware, none of the directors, offices employees or agents of any Group Company has in relation to a Corrupt Act by any law enforcement, regulatory or other governmental agency, or has admitted to, or been found by a court in any jurisdiction to have engaged in, any Corrupt Act, or has been debarred from bidding for any contract or business in connection with the commission of any Corrupt Act, and, so far as the Seller is aware, there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment.

13.4.5 Neither the Seller, nor any of its Affiliates nor any of their respective directors, agents, employees or any other Persons for whose acts it is vicariously liable has maintained or maintains secret accounts, off the books accounts, accounting ledgers or undisclosed cash (being accounts, accounting ledgers or cash which are not recorded in the company's books and records), in each case, with respect to the AgilaBusiness.

13.4.6 No Group Company has conducted (or is conducting) an internal investigation in relation to any allegations in respect of a Corrupt Act and no employee has reported a violation in respect of any such matters. The Seller has put in place satisfactory procedures to prevent a Corrupt Act from taking place or being committed.

13.5 Insurance policies

13.5.1 All current policies of insurance taken out in connection with the AgilaBusiness have been disclosed in the Data Room.

13.5.2 The insurances under such policies are in full force and effect and all premiums payable to date have been paid and, so far as the Seller is aware, there are no circumstances which might lead to the insurers avoiding any liability under them.

14. CORPORATE ORGANISATION AND BUSINESS

14.1 Constitutional documents

The copies of the constitutional documents of the Group Companies delivered to the Purchaser are true and complete copies in all material respects.

14.2 Statutory books and registers

The statutory books and registers of each Group Company are accurate and up to date in all material respects in accordance with Applicable Laws.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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14.3 Compliance with law

14.3.1 All legal and regulatory requirements under Applicable Laws have been complied with in all material respects in connection with the formation of each Group Company and with issues of their shares and other securities, and each Group Company and its officers have complied, in all material respects, with all legal requirements as to filings, Registrations, Governmental Authorisations and other formalities. The Seller and its Affiliates with respect to the AgilaBusiness, and each Group Company have complied in all material respects with Applicable Law.

14.3.2 *** none of the Seller or any of its Affiliates has received with respect to the AgilaBusiness or any of the Group Companies any written notice or other written communication from any Governmental Authority or any other Person regarding any actual, alleged or potential violation of, or failure to comply with, any Applicable Laws, Judgment, Registration or Governmental Authorisation, any actual or threatened revocation, withdrawal, suspension, cancellation, termination or modification of any Registration or Governmental Authorisation, or any actual, alleged or potential obligation on the part of the Seller or any of its Affiliates to undertake, or to bear all or any portion of the cost of, any remedial action of any nature or any actual or, so far as the Seller is aware, potential obligation on the part of the Seller or any of its Affiliates to perform a sample collection, in each case which is material with respect to the Agila Business or any of the Group Companies.

15. EMPLOYEES

15.1 General

References in this paragraph 15 to agreements, arrangements, or practices shall include any such agreements, arrangements, or practices whether oral or written, whether express or implied, and whether contractual, discretionary or customary.

15.2 Disclosure of material facts

15.2.1 The following facts and matters relating to the employment or termination of employment of the Employees have been disclosed in the Data Room, anonymised to the extent required by Applicable Law save in relation to directors (whose consent to disclosure shall have been obtained):

(A) any entitlement of any Employee conditional on a change in the control (howsoever defined and to include a disposal of all or substantially all of the business and assets of the relevant company) of the employing company or of another company including without limitation any entitlement of any Employee to resign without notice or to treat himself as dismissed or released from any obligation or to receive any payment, additional period of notice or other benefit whatsoever;

(B) all remuneration and benefits to which Employees of each Group Company are entitled, including but not limited to salary, pension, insured benefits or benefits in kind;

(C) any bonus schemes, commission schemes, share incentive schemes, share option schemes or profit share schemes and entitlements under these schemes and any agreement, arrangement or practice under which any Employee may receive any shares, share options, payment or other benefit by reference to performance (whether individual or collective performance) or otherwise.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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15.2.2 Copies of all service agreements and terms of appointment with directors and Senior Employees of each Group Company, together with all amendments, variations or supplements thereto, have been provided in the Data Room together with a schedule of all current rates of remuneration and entitlement to benefits of all such directors and Senior Employees.

15.2.3 Copies of all standard form contracts of employment applicable to any category of Employees, identified by category of Employees to which they apply, have been provided in the Data Room, together with a copy of all contracts of employment with Employees which are not in the standard form applicable to the relevant category of Employees. There are no material differences to such standard form contracts.

15.2.4 Copies of current versions of all staff handbooks, policies and procedures applicable to an Employee have been provided in the Data Room. Copies of all employee benefit plans, programs, agreements and arrangements covering an Employee, consultant or director of a Group Company (a "Group Company Benefit Plan"), as well as, with respect to each such item, its most recent annual and actuarial reports, summary plan description, trust and tax qualification letter.

15.2.5 No Senior Employee has given notice of the termination of their employment or engagement with any Group Company or is under notice of dismissal and, so far as the Seller is aware, no Senior Employee intends to terminate his or her employment whether in connection with the transactions contemplated by this Agreement or any other Transaction Document or otherwise.

15.2.6 There is no agreement in relation to the secondment of personnel from a third party to any Group Company or from any Group Company to a third party.

15.2.7 So far as the Seller is aware, all Employees are employed or engaged by a Group Company and wholly or mainly dedicated to performing duties for or providing services to the Agila Business. There are no Employees who are employed by a Group Company who are not wholly or mainly dedicated to performing duties for or providing services to the AgilaBusiness.

15.2.8 There is no agreement for the provision directly or indirectly to any Group Company in return for remuneration, of the services of any consultant, contractor, or other individual(s) other than an Employee of that Group Company.

15.2.9 No Senior Employee is on secondment, parental leave, long term sickness absence or other leave of absence and, so far as the Seller is aware, there is no former Employee who has, or may have, a statutory or contractual right to return to work for any Group Company.

15.2.10 All basic pay increases owed to the Employees have been implemented and all compensation, bonus and allowance payments due and payable for periods ending prior to the date hereof have been paid to the Employees and all equity, share incentive, share options, and profit share grants authorised prior to the date hereof, if any, have been granted to the Employees.

15.2.11 The Seller and all Group Companies are in compliance with all Applicable Laws relating to employment and employment practices, including but not limited to all laws regarding terms and conditions of employment, health and safety at work, wages, working time, child labour, immigration, equal opportunities and discrimination in employment, disability rights or benefits, plant closures and layoffs, affirmative action, remuneration, pension and benefits, workers compensation labour relations, employee absence and dismissal.

15.2.12 So far as the Seller is aware, no Employee is in any respect in violation of any term of any employment agreement, non-disclosure agreement, implied duty of confidentiality, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (a) to any Group Company or (b)

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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to a former employer of the Employee relating to the right of such Employee to be employed or engaged by such Group Company or that might restrict such Employee's ability to perform his or her duties or provide his or her services to such Group Company.

15.2.13 The Seller is not nor has it been a party to or bound by any collective bargaining, works council, employee representative or other contract with any labour union, works council or representative of any employee group with respect to any Employees, nor is any such contract being negotiated by the Seller. So far as the Seller is aware, there has been no organisation of, election for or other activities made or threatened at any time within the past two years by or on behalf of any union, works council, employee representative or other labour organisation or group of employees with respect to any Employees. There is no union, works council, employee representative or other labour organisation, which, pursuant to Applicable Laws, must be notified, consulted or with which negotiations need to be conducted and consent obtained in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents. There are no pending or, so far as the Seller is aware, threatened, or anticipated strikes, work stoppages, work slowdowns, or adverse work actions or material grievances involving any Group Company.

15.2.14 The Seller has complied with all labour and employment legislation and regulations, including without limitation, regarding registration of employees, payment of salary, benefits, pension, retirement, working hours, salary parity, collective bargaining, occupational health and safety, temporary job tenure, work-related accidents and illnesses, FGTS, or social security and other associated labor matters.

15.2.15 In respect of all operations in Brazil, there are no labour, employment, pension or benefit related lawsuits, charges, claims, or contingent liabilities, including without limitation, regarding labour standards infractions and/or Labour Prosecutions Services and/or successor liabilities other than the matters addressed in Labour Court and Regional Labour Appeal Court certificates produced by the Seller prior to Completion.

15.2.16 All material facts and matters (including all material particulars of any outstanding negotiations for such) relating to all collective and other agreements with any trade union, staff association, or works council, employee representatives or other body representing all or any of the Employees and all agreements concerning the provision of information directly to, and/or the seeking of views directly from, all or any of the Employees have been disclosed in the Data Room.

15.2.17 All material particulars of the extent to which anybody is recognised by each Group Company for the purposes of collective bargaining or, within the last two years, has claimed or sought such recognition or has been de-recognised, have been disclosed in writing to the Purchaser.

15.2.18 Each Employee has all work permits, immigration permits, visas or other authorizations, each as required by Applicable Law for such Employee. The consummation of the Transaction will not cause any such Employee to cease to hold work permits, immigration permits, visas or other authorizations required for such Employee to continue to be employed by the applicable Group Company.

15.2.19 Each Group Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and Applicable Law.

15.2.20 No Group Company Benefit Plan provides medical or similar benefits for periods extending beyond retirement or termination of service, other than coverage mandated by Applicable Law.

15.2.21 There are no pending or, so far as the Seller is aware, threatened or anticipated claims by or on behalf of any Group Company Benefit Plan, or by any participant or beneficiary covered thereunder, other than routine claims for benefits.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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15.3 Agreements

No Group Company has entered into and there is not in effect:

15.3.1 any agreement in relation to making any payments (other than emoluments) to or on behalf of any of its directors, Employees or former Employees;

15.3.2 any contract of employment with any Employee which contains a notice period of more than three months or which entitles the employee to compensation exceeding the value of three months' gross remuneration if terminated without notice;

15.3.3 any agreement imposing an obligation on any Group Company to make any bonus or incentive payments (whether or not in cash form) or provide any benefits in kind or any payments under a profit sharing scheme to or on behalf of, any of its employees at any future date;

15.3.4 any agreement for the making of any payment or the provision of any benefit on or after the termination of employment or retirement of any Employee or former Employee (whether pursuant to any contract of employment, collective agreement, custom and practice, enhanced redundancy policy, occupational pension scheme or otherwise) beyond any obligation to make a statutory redundancy payment or other mandatory severance payment in accordance with Applicable Law; or

15.3.5 any payment which would be triggered by the transactions contemplated by this Agreement or any of the other Transaction Documents.

15.4 Disputes

15.4.1 No dispute has arisen within the last two years between any Group Company and any recognised trade union, staff association, or works council, employee representatives or other body representing or seeking to represent any Employee and, so far as the Seller is aware, there are no circumstances which might give rise to such a dispute.

15.4.2 No Group Company is party to any Actions brought by or in relation to any Employee, no such Actions have been brought in the last two years and, so far as the Seller is aware there are no circumstances which might give rise to such a dispute or Action.

16. INCENTIVES

16.1 There are no arrangements in place pursuant to which the Purchaser or any Group Company is or would be under any obligation to pay to the Seller or any member of the Seller's Group any amounts in connection with the participation by an Employee in any Employees' Incentive Plan.

16.2 There are no disputes with any revenue authorities (wherever situate) regarding any compliance issue or outstanding Tax or social security issue in respect of the Employees' participation in the Employees' Incentive Plan.

17. PENSIONS

There is no arrangement to which any Group Company contributes, is bound to contribute or could be required to contribute or make any payment to, either now or in the future under which benefits of any kind are payable to or in respect of any of the Employees or any former Employees of any Group Company or any dependant of any Employee or former Employee of such Group Company on retirement, death or disability or on the attainment of a specified age or on the completion of a specified number of years of service nor has any proposal been announced (or any promise made) to establish any such agreement or arrangement and to the extent that any such agreement or

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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arrangement existed in the past, no Group Company has any subsisting liability in respect of it. Without limiting the generality of the foregoing, no Group Company has or could have any liability under Title IV of ERISA.

18. MATERIAL CUSTOMERS AND SUPPLIERS

18.1 Material Customers

18.1.1 Neither the Seller nor any Group Company has received any notice, and, so far as the Seller is aware, no Material Customer has:

(A) ceased, or shall cease entirely, to buy the products of the Agila Business;

(B) substantially reduced, or shall substantially reduce, the purchase of products of the Agila Business; or

(C) sought, or is seeking, to reduce the price it shall pay for products of the Agila Business by a material amount, including in each case after the consummation of the transactions contemplated by this Agreement.

18.1.2 So far as Seller is aware, no Material Customer has threatened to take any action described in paragraph 18.1.1 as a result of the consummation of the transactions contemplated by this Agreement.

18.1.3 All sales made to Material Customers within the 12 month period ended the date hereof in respect to the Agila Business have been made in the Ordinary Course of Business.

18.1.4 For the purposes of this paragraph 18.1, "Material Customers" shall mean the top fifteen (15) customers of the Agila Business by reference to the revenues for the 12 month period ended 31 December 2012, and "Material Customer" shall be construed accordingly.

18.2 Material Suppliers

18.2.1 Neither the Seller nor any Group Company has received any notice from a Material Supplier of any material adverse changes in the price of ordered raw materials, supplies, merchandise or other goods or services related to the Agila Business within the period of 12 months ending on the date of this Agreement.

18.2.2 Neither the Seller nor any Group Company has received any notice nor has any reason to believe that a Material Supplier shall not sell raw materials, supplies, merchandise and other goods and services to the Purchaser immediately after the Completion on terms and conditions materially similar to those used in its current sales to the Seller or any Group Company, subject to fluctuations in prices affecting the pharmaceutical market generally.

18.2.3 So far as the Seller is aware, no Material Supplier has threatened to take any action described in paragraph 18.2.1 or 18.2.2 as a result of the consummation of the transactions contemplated by this Agreement.

18.2.4 During the 24 month period prior to the date of this Agreement, there has not occurred any material shortage, or failure to supply, of any active pharmaceutical ingredient relating to a product of any Group Company or Seller or its Affiliates (that is or will be material to the Agila Business) or with respect to any Material Supplier.

18.2.5 For the purposes of this paragraph 18.2, "Material Suppliers" shall mean the top fifteen (15) suppliers of raw materials, supplies, merchandise to the Agila Business by reference to the

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aggregate purchase price for the 12 month period ended 31 December 2012, and "Material Supplier" shall be construed accordingly.

19. SELLER BROKERS OR FINDERS

Neither the Seller nor any Person acting on behalf of the Seller or its Affiliates has incurred any Liability on behalf of any Group Company to pay any fees or commissions to any broker, finder or agent or any other similar payment in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

20. PROMOTER BROKERS OR FINDERS

No Promoter nor any Person acting on behalf of a Promoter has incurred any Liability on behalf of any Group Company to pay any fees or commissions to any broker, finder or agent or any other similar payment in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

21. INFORMATION AND DISCLOSURE

The Seller does not have any knowledge of any fact or circumstance that has specific application to the Seller or the Agila Business that has a Material Adverse Effect that has not been set out in this Agreement, the Transaction Documents or the Schedules.

22. REGULATORY / PRODUCT LIABILITY

22.1 All of the Relevant Products are and have been developed, manufactured, tested, packaged, labelled, held, stored, distributed, marketed, imported, exported, and sold, in all material respects in accordance with (i) the requirements, specifications and standards contained in the relevant Product Registration and (ii) all Applicable Laws.

22.2 The Seller has delivered to the Purchaser true and complete copies of all Product Registrations, Regulatory Information and any other data, documents, clinical studies, product dossiers, pre-clinical studies, or correspondence, in each case of a material nature, with Regulatory Agencies (including but not limited to all reports of inspection), complaints, and reports or notices of adverse events in the Seller’s possession or control regarding or related to any of the Relevant Products or the Agila Business. The Seller or a Group Company has prepared, maintained and retained all Product Registrations that are required to be maintained or reported pursuant to and in accordance with Applicable Law, including but not limited to all Product Registrations required for the Relevant Products and all Product Registrations required for the conduct of the Agila Business, and all information contained in such Product Registrations is complete and accurate in all material respects.

22.3 (i) The Seller or a Group Company holds and has held all Product Registrations necessary for the Relevant Products and for the lawful operation of the Agila Business including all applicable authorisations, registrations and licences under any Applicable Regulatory Law, and any other authorisation required by any Regulatory Agency, and (ii) all such Product Registrations are and have been valid and in full force and effect. Since 31 December 2010, there has not occurred any material violation of, default (with or without notice or lapse of time or both) under, or event giving to any third party any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Product Registration. The Seller is and has been in compliance in all material respects with the terms of all Product Registrations, and no event has occurred that, so far as the Seller is aware, would reasonably be expected to result in a material penalty under or the revocation, cancellation, non-renewal or adverse modification of any Product Registration. No proceeding is pending or, so far as the Seller is aware, threatened regarding the revocation, cancellation, non-renewal or adverse modification of any such Regulatory Approval, including but

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not limited to all Regulatory Approvals relating to any *** issued by or on behalf of the Agencia Nacional de Vigilancia Sanitaria (ANVISA) or any other Regulatory Authority in Brazil.

22.4 The Seller has completed and filed all reports, trials, studies, dossiers, documents, claims, permits, supplements, amendments and notices, including, without limitation, of all serious adverse events obtained or so far as the Seller is aware, otherwise received relating to the Relevant Products from any source, in the United States or outside the United States, required by any Regulatory Agency and Governmental Authority in order to maintain the Product Registrations. All such reports, documents, claims, permits, supplements, amendments and notices were complete and accurate in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing). With respect to the Agila Business, neither the Seller nor so far as the Seller is aware, any officer, employee, agent or distributor of the Seller, has made an untrue statement of a material fact or a fraudulent statement to any Governmental Authority, failed to disclose a material fact required to be disclosed to any Governmental Authority, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for any Governmental Authority or any other Regulatory Agency to invoke any policy regarding fraud, improbity act, untrue statements of material facts or bribery.

22.5 With respect to the Agila Business, neither the Seller, nor so far as the Seller is aware, any officer, employee, agent or distributor of the Seller or any Group Company, nor either Promoter, has been convicted of any crime or engaged in any conduct for which debarment is mandated or permissible by any Applicable Regulatory Law, nor has the Seller or, so far as the Seller is aware, any such officer, employee, agent or distributor been debarred pursuant to any Applicable Regulatory Law.

22.6 With respect to the Agila Business, neither the Seller, nor so far as the Seller is aware, any officer, employee, agent or distributor of the Seller or any Group Company, has been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in the federal health care programs under any Applicable Regulatory Law or program, nor has the Seller or, so far as the Seller is aware, any such officer, employee, agent or distributor been so excluded under any Applicable Regulatory Law or program.

22.7 No Regulatory Agency or Governmental Authority has commenced or, so far as the Seller is aware, threatened to initiate any action alleging any violations of any payor “fraud and abuse,” consumer protection and false claims statutes and regulations or any pricing or rebate reporting requirements or to seek exclusion, whether voluntary or otherwise, of the Seller, its employees, and/or the Seller’s relevant Affiliates from participation in any program funded by a Governmental Authority and/or public bids. Neither the Seller nor, so far as the Seller is aware, any employee of any Seller Group Company or of any Group Company, has received any written notice to such effect.

22.8 Since 31 December 2010, neither the Seller, its Affiliates nor, as far as the Seller is aware, any of its key distribution partners has voluntarily or involuntarily initiated, conducted or issued, or, so far as the Seller is aware, caused to be initiated, conducted or issued, nor, so far as the Seller is aware, has any Regulatory Agency or other third party caused to be initiated, conducted or issued, any recall, field alert, field correction, market withdrawal or replacement, safety alert, warning, “dear doctor” letter, safety alert or other notice or action relating to an alleged lack of safety, efficacy or regulatory compliance of any Relevant Product. So far as the Seller is aware, there are no facts which are reasonably likely to cause: (i) the recall, market withdrawal or replacement of any Relevant Product sold or intended to be sold by any Group Company; (ii) a change in the regulatory status, marketing classification or a material change in the labelling of any such Relevant Products; or (iii) a termination, revocation, non-renewal, adverse modification or suspension of the development, testing, manufacturing, packaging, labelling, storage, distribution, import, export, sale, or marketing of such Relevant Products.

22.9 Since December 31, 2010, neither the Seller nor any Group Company has received any notice that any Regulatory Agency or Governmental Authority has: (i) commenced, threatened to initiate, or

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is likely to initiate any action to request the recall of any Relevant Product sold or intended to be sold by any Group Company; (ii) commenced, threatened to initiate, or is likely to initiate any action to enjoin manufacture or distribution of any Relevant Product sold or intended to be sold by any Group Company; or (iii) issued, threatened to issue, or is likely to issue any demand letter, finding of deficiency or non-compliance, adverse audit observations, or adverse inspection report in respect of any Relevant Product or the Agila Business.

22.10 Since December 31, 2010, neither the Seller nor any Group Company has received any warning letters or similar correspondence from any Regulatory Agency or Governmental Authority regarding inappropriate advertising, distribution, storage, manufacture or marketing of a Relevant Product or any written notice of any actual or potential violation of Applicable Law with respect to any Relevant Product, except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Agila Business. The Seller has prepared, submitted and complied with complete (in all material respects) and timely responses and, as applicable, corrective action plans, required to be prepared and submitted or complied with in response to all inspections, examinations, defects, complaints, adverse reactions, correspondence from any Regulatory Agency, and audits by any Regulatory Agency or customer.

22.11 Since December 31, 2010, there have been no audits, inspections, examinations or, so far as the Seller is aware, investigations by a Governmental Authority (other than in respect of Taxes or FDA, cGMP or other health authority inspections in the Ordinary Course of Business that have not resulted in significant findings or enforcement activity) relating to the Agila Business or its assets.

22.12 Neither the Seller nor any Group Company is enrolled as a supplier or provider under Medicare, Medicaid, or any other governmental health care program or third-party payment program or a party to any participation agreement for payment by any such governmental health care program or third-party payment program.

22.13 There are not currently any government rebate programs applicable to the sale of any Relevant Product, including but not limited to programs with respect to government claims for Relevant Products. Since December 31, 2010, the Seller has fulfilled all of its material obligations under the agreements and contracts executed with Governmental Authorities and, so far the Seller is aware, there are no facts or circumstances which are reasonably likely to cause the Subsidiaries to be prevented from participating in tenders for contracts with Governmental Authorities or be penalised in any material way under the agreements executed with public entities.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2TAX WARRANTIES

1. ACCOUNTS

1.1 All material direct and indirect tax as imposed by the Applicable Laws relating to Taxation as applied in the jurisdiction in which the relevant Group Company is incorporated or is otherwise subject to Taxation in respect of:

1.1.1 income, profits or gains (as computed for Taxation purposes) of each Group Company arising or accruing or deemed for Taxation purposes to arise or accrue on or before 31 December 2011; and

1.1.2 any transactions of a Group Company effected, or deemed for Taxation purposes to be effected, on or before 31 December 2011,

has either been paid or adequately provided for or disclosed in the relevant Individual Accounts.

1.2 The amount of the provision for deferred Taxation liabilities in respect of each Group Company in the Individual Accounts was, at 31 December 2011, adequate and in accordance with the accounting policies stated in them and commonly adopted in respect of companies carrying on a business similar to that carried on by any relevant Group Company.

1.3 Each Group Company has duly submitted all claims and disclaimers which have been assumed to have been made for the purpose of computing any provision for Tax in the relevant Individual Accounts.

2. EVENTS SINCE 31 DECEMBER 2011

Since 31 December 2011, no disposal has taken place or other event occurred which will or may have the effect of crystallising a material liability to Taxation in any Group Company which should have been included in the provision for deferred Taxation contained in the relevant Individual Accounts if such a disposal or other event had been planned or predicted at the date on which the relevant Individual Accounts were drawn up.

3. DISPUTES, RECORDS, CLAIMS, CLEARANCES

3.1 For the six years prior to the date of this Agreement, each Group Company, has within the time limits prescribed by the relevant legislation, duly paid all material Tax, made (and where necessary submitted) all returns, computations, given all notices, claims, disclaimers and material information to any Tax Authority as are required in each case for the purposes of any legislation relating to Tax, and all such returns, computations, notices, claims, disclaimers and information were and remain complete and accurate in all material respects, were made on a proper basis and are not the subject of any material dispute with any Tax Authority.

3.2 No Group Company has been liable to pay any material penalty, interest, surcharge or fine in connection with any Tax nor, so far as the Seller is aware, are there any circumstances by reason of which a Group Company is likely to become liable to pay any such penalty, interest, surcharge or fine.

3.3 No Group Company is involved in any dispute with any Tax Authority concerning any matter which is likely to materially adversely affect any Group Company and, so far as the Seller is aware, there are no facts which are likely to cause such an investigation to be instituted or such a dispute to arise.

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3.4 The Tax provision and the corresponding amounts recognised in the Individual Accounts in respect of the Tax provision for each Group Company does not depend in any way on any clearance, concession, agreements (including agreements for the deferred payment of any Tax liability) or other formal or informal (that is, an arrangement which is not based on, published extra-statutory concessions and published statements of practice) arrangement with or obtained from any Tax Authority.

3.5 Each Group Company has prepared, kept and preserved complete, accurate and up-to-date records both as required by Applicable Law and to enable it to deliver correct and complete Tax returns (together with all attachments thereto as required by Applicable Law) and to calculate any present liabilities to Tax of the Group or any Group Company or the entitlement of the Group or any Group Company to claim any relief from Tax for periods that end on or before Completion.

3.6 Each Group Company has in its possession sufficient records and information relating to past events to calculate the liabilities to Tax which would arise on any disposal or on the realisation of any asset owned at the Accounts Date and no member of the Group has disposed of or acquired any material asset in circumstances such that a price other than the price actually paid for such asset may be substituted for Tax purposes.

4. DEDUCTIONS OR WITHHOLDINGS

4.1 Each Group Company has duly complied in material respects with all statutory requirements to deduct or withhold Taxation from any payments it has made and has properly accounted to the relevant Tax Authority for any such Taxation which ought to have been accounted for prior to the date hereof.

4.2 The Disclosure Letter contains details of all sums payable under any obligation incurred by any Group Company prior to the date hereof and which will continue to bind the relevant Group Company after Completion from or in respect of which that Group Company is obliged to deduct, withhold or otherwise account for any amount in respect of or representing Tax.

5. GROUPS AND EXIT CHARGES

5.1 No Group Company has entered into or agreed to enter into any arrangement or election with another Group Company or any other company in respect of any liability to Tax incurred or treated as incurred by another Group Company.

5.2 The execution of this Agreement or Completion will not result in any degrouping or other exit tax charge against any Group Company in respect of any assets held by a Group Company at Completion;

6. TRANSFER PRICING

No transaction or arrangements involving any Group Company and connected or associated Persons have taken place or are in existence which included or include terms which are different to those which would have been agreed between independent parties transacting at arm's length and are not such that the prices charged or received by any Group Company pursuant to the transaction or arrangements have been or could be the subject of any dispute with any Tax Authority.

7. STAMP TAXES AND TRANSFER TAXES

All documents of which a Group Company may be interested in enforcing in judicial, arbitral, regulatory, administrative or any similar Proceedings have been duly stamped and no stamp or other documentary or transaction duties or other transfer Taxes arise as a result of the execution or completion of this Agreement or any other Transaction Document.

8. RESIDENCE

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8.1 Each Group Company has at all times since its incorporation been resident for Taxation purposes in the country in which it was incorporated and nowhere else and will be so resident at Completion and does not have a branch, agency, permanent establishment in a jurisdiction other than the jurisdiction of its incorporation.

8.2 No Group Company is subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a branch, agency or permanent establishment in that jurisdiction or other place of business in that jurisdiction, and is not liable for any Tax as the agent of any other Person or business and does not constitute a branch, agency or permanent establishment of any other Person, business or enterprise for any Tax purpose.

9. TAX AVOIDANCE

9.1 No Group Company has been a party to nor otherwise involved in any transaction, scheme or arrangement the main purpose or object or one of the main purposes or objects of which was to avoid, reduce or defer a liability to Tax.

9.2 No Group Company has been involved in any transaction or series of transactions which, or any part of which, may for any Tax purpose need to be specifically disclosed to a Tax Authority other than as part of routine periodic compliance or which is at risk of being disregarded, recharacterised or reconstructed by reason of any motive to avoid, reduce or delay a possible liability to Tax.

9.3 So far as the Seller is aware, no Group Company has participated in any "reportable transaction" within the meaning of Sections 6011, 6662A and 6707A of the Code.

10. TAX SHARING

10.1 No Group Company is bound by or party to (nor will it become bound by or party to) any Tax indemnity, Tax sharing or Tax allocation agreement in respect of which claims would not be time barred.

10.2 No Group Company has a liability to make any payment pursuant to an indemnity, guarantee or covenant entered into before Completion under which any Group Company has agreed to meet or pay a sum equivalent to or by reference to another Person's liability to Tax.

11. SECONDARY LIABILITIES

No transaction, act, omission or event has occurred (including without limitation the execution or implementation of this Agreement or any other Transaction Document) in consequence of which any Group Company is or may be held liable for any Tax or may otherwise be held liable for or to indemnify any Person in respect of any Tax which is primarily or directly chargeable against or attributable to any Person other than another Group Company.

12. EMPLOYEES

So far as the Seller is aware, each Group Company has properly withheld or deducted Tax on payments made to (or treated as being made to) individuals including any Employees, either as employees, ex-employees or under contractor agreements and has properly paid all Tax that it is required to withhold or deduct and/or account for and has complied with payroll Tax and contributions reporting requirements in each country in which it is subject to such requirements. Where a Group Company was obliged to report to any Tax Authority on the amount of income paid to such individuals, either as employees, ex-employees or under contractor agreements rather than withhold Tax on payments made, any and all such reports were made timely and completely.

13. ***

***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 9LIMITATIONS ON LIABILITY

1. DISCLOSURE; PURCHASER'S KNOWLEDGE

1.1 Neither the Seller nor the Promoters shall be liable in respect of a Claim to the extent that:

1.1.1 the facts and circumstances giving rise to the Claim are fairly disclosed in the Disclosure Letter ***

1.1.2 ***

2. TIME LIMITS

2.1 The Purchaser shall give written notice to the Seller and the Promoters of any matter or event which may give rise to a claim under the Transaction Documents as soon as reasonably practicable after the Purchaser or any Group Company becomes aware of such matter or event together with reasonable details of such matter or event then known to the Purchaser or any Group Company.

2.2 Neither the Seller nor the Promoters shall be liable for any:

2.2.1 ***

2.2.2 ***

2.2.3 ***

2.3 ***

2.4 ***

2.4.1 ***

2.4.2 ***

3. MONETARY LIMITS

3.1 The aggregate amount of the liability of the Seller and the Promoters in respect of all claims and Tax Deed Claims under the Transaction Documents and the Tax Deed (as applicable) shall not exceed an amount equal ***.

3.2 The aggregate amount of the liability of the Seller and the Promoters in respect of all General Claims (other than Fundamental Seller Warranty Claims or Fundamental Promoter Warranty Claims) and Tax Claims and all claims for indemnity for Environmental Losses and pursuant to Clauses 14.1.7 to 14.1.9 inclusive shall not exceed ***.

3.3 The aggregate amount of the liability of the Seller and the Promoters in respect of all Tax Deed Claims and all claims pursuant to Clause 14.1.10 shall not exceed ***.

3.4 ***

3.5 ***

3.6 For the purposes of this Schedule 9, a number of Claims arising directly from the same or similar facts, subject matter, circumstances or events shall be treated as one individual Claim rather than a series of individual Claims.

4. PROVISION OF INFORMATION

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4.1 Upon the Purchaser notifying the Seller and the Promoters of a claim under the Transaction Documents or a matter or event which may give rise to a claim the Purchaser shall and shall procure that each Group Company shall:

4.1.1 give the Seller and the Promoters and their advisers such access, as the Seller and the Promoters reasonably request, to the personnel, records and information of each Group Company together with the right to examine and copy or photograph such assets, documents, records and information as the Seller and the Promoters reasonably require; and

4.1.2 subject to the Seller and, as the case may be, the Promoters entering into such hold harmless letters in favour of the statutory auditors or accountants as may reasonably be required, procure that the appointed and any former auditors or accountants of the Group Companies and the Group make available to the Seller and the Promoters and their advisers, their audit or other working papers in respect of any audit of the Individual Accounts or accounts of the Group Company or their working papers in relation to the limited review exercise conducted in respect of the Limited Review Accounts, in each case if such papers may be relevant to the claim or potential claim.

4.2 The Purchaser shall use its reasonable efforts to, and shall procure that each Group Company shall use its reasonable efforts to, keep safe all information, books, records, documents (including information in electronic form) relating to the relevant Group Company and its business which are or may be relevant in connection with any matter which may give rise to a claim under the Transaction Documents for the period within which any claim may be brought under this Agreement and after that for as long as any claim or potential claim remains outstanding.

5. PURCHASER'S ACTIONS

5.1 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for a breach of this Agreement by the Purchaser.

5.2 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for an act, omission or transaction occurring before Completion at the express written request or express written direction of the Purchaser.

6. CHANGES IN LAW, REGULATION, ACCOUNTING POLICIES AND PRACTICE

6.1 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim arises or is increased only as a result of:

6.1.1 ***

6.1.2 ***

6.1.3 ***

6.1.4 ***

7. INSURANCE

Where the Purchaser, or any Group Company (or any assignee or successor in title thereof) is or may be entitled to recover from its insurers any sum in respect of any matter or event which is likely to give rise to a claim under the Transaction Documents, the Purchaser shall, or shall procure that the person so entitled shall, use *** recover that sum ***. The Purchaser shall keep the Seller and the Promoters reasonably and promptly informed of the conduct of such recovery. Any sum actually recovered by the Purchaser, or any Group Company from its insurers net of all costs incurred by

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the Purchaser or any Group Company in recovering such loss will reduce the amount of the claim by an equivalent amount. Notwithstanding the foregoing, the Purchaser shall not be obligated to seek recovery from its insurers in respect of a claim under the Transaction Documents prior to seeking recovery from the Seller and the Promoters for such claim.

8. MATTERS INCLUDED IN THE ACCOUNTS

***

9. SUMS RECOVERABLE FROM THIRD PARTIES

9.1 Where the Purchaser, or any Group Company (or any assignee or successor in title thereof) is or may be entitled to recover from any third party any sum in respect of any matter or event which is likely to give rise to a claim under the Transaction Documents, the Purchaser shall, or shall procure that the person so entitled shall, use its commercially reasonable endeavours to recover that sum (it being understood that the Purchaser may determine (acting reasonably) that it may not be commercially reasonable to pursue such recovery). The Purchaser shall keep the Seller and the Promoters reasonably and promptly informed of the conduct of such recovery. Any sum actually recovered by the Purchaser, or any Group Company (less any reasonable out of pocket expenses incurred by the Purchaser or any Group Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered) from any third party will reduce the amount of the claim by an equivalent amount. Notwithstanding the foregoing, the Purchaser shall not be obligated to seek recovery from a third party in respect of a claim prior to seeking recovery from the Seller or, as the case may be, the Promoters for such claim.

9.2 The Purchaser shall (subject to the remaining provisions of this paragraph) repay to the Seller and the Promoters any amount later recovered from third parties in respect of a claim already satisfied by the Seller, (less any reasonable out of pocket expenses incurred by the Purchaser or any Group Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered). If the amount so recovered exceeds the amount of all claims satisfied by the Seller and the Promoters, the Purchaser shall be entitled to retain the excess.

10. ACTIONS BY THIRD PARTIES

10.1 If the Purchaser becomes aware of any claim, action or demand made against it or any Group Company by a third party which may give rise to a claim under the Transaction Documents (a "Third Party Claim"), subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall:

10.1.1 as soon as reasonably practicable, notify the Seller and the Promoters giving reasonably available details of the relevant facts and circumstances relating to the Third Party Claim;

10.1.2 procure that the relevant Group Company shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the Promoters, such consent not to be unreasonably withheld or delayed or conditioned; and

10.1.3 procure that the relevant Group Company shall (subject to the Purchaser and its relevant Affiliates being entitled to employ its own professional advisers) consult with and take all such action as the Seller and the Promoters may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedings.

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11. MITIGATION

Nothing in this Schedule 9 restricts or limits any general obligation under English law of the Purchaser and the Group Companies to mitigate any loss or damage which they may suffer or incur as a consequence of any breach of any Seller Warranty or Promoter Warranty. In relation to any other matter, event or circumstance which gives rise to a claim under the Transaction Documents the Purchaser further agrees to take such reasonable steps (at the cost of the Seller and the Promoters) as the Seller and the Promoters shall request, to mitigate any loss or damage.

12. NO LIABILITY TO THIRD PARTIES

No Person other than the Purchaser or the Purchaser Indemnitees or its permitted assignee(s) is entitled to make any claim against the Seller or the Promoters under the Transaction Documents.

13. NO DOUBLE RECOVERY

The Purchaser agrees that it shall not be entitled to recover the same damages or obtain payment, reimbursement, restitution or indemnity more than once for the same loss in respect of any one shortfall, damage, or deficiency which give rise to one or more claims under the Transaction Documents. For this purpose, recovery by the relevant Group Company shall be deemed to be recovery by the Purchaser.

14. INDIRECT, CONSEQUENTIAL AND PUNITIVE LOSS

14.1 ***

14.1.1 ***

14.1.2 ***

14.1.3 ***

15. MISCELLANEOUS

15.1 None of the limitations of liability contained in this Schedule 9 shall apply to any liability for any Claim to the extent that the same (or the delay in discovery of it) is attributable to or the consequence of (or is increased as a consequence of) fraud or fraudulent misrepresentation, on the part of the Seller, the Promoters or any member of the Seller's Group or any of their respective Affiliates, directors, officers or employees.

15.2 Any failure by the Purchaser or any member of the Purchaser's Group to comply with their obligations in this Schedule 9 (other than pursuant to paragraphs 2.2 and 2.4), shall not absolve or release the Seller, the Promoters or any member of the Seller's Group from liability, but shall entitle the Seller and the Promoters to claim a deduction from their liability to pay any Claim to the extent they are financially prejudiced by such failure, and provided that the Seller and the Promoters shall have taken all reasonable steps to mitigate such financial prejudice.

15.3 Nothing in this Schedule 9 shall require the Purchaser to disclose or cause to be disclosed any material or information which (i) as between the Purchaser and/or the Group Companies and/or any other member of the Purchaser's Group and any other person is of a legally privileged nature unless the material or information can reasonably be disclosed without violating any such privilege; or (ii) would or would be reasonably likely to breach any Applicable Law or any agreement which is legally binding on the Purchaser and/or any of the Group Companies.

16. CURRENCY CONVERSION

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For the purposes of determining any amount set forth in this Schedule 9, amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV, on the date of such determination.

17. TAX DEED

Save where express reference is made in this Schedule 9 or specific provision is made in the Tax Deed, the limitations in this Schedule 9 shall not apply to the Tax Deed and, for the purposes of this Schedule 9, a reference to Transaction Documents shall not be taken to include a reference to the Tax Deed and the provisions of the Tax Deed shall further operate to limit the liability of the Seller in respect of any Tax Claim.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 10PURCHASER WARRANTIES

1. INCORPORATION

The Purchaser is duly incorporated, duly organised and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement.

2. CORPORATE POWER AND AUTHORITY

The Purchaser has the necessary corporate power and authority to enter into and perform each of the Transaction Documents and any agreement entered into pursuant to the terms of the Transaction Documents and such documents constitute valid and binding obligations on the Purchaser and are enforceable against the Purchaser, in accordance with their respective terms.

3. DUE AUTHORISATION, EXECUTION AND DELIVERY

The Purchaser has duly authorised, executed and delivered this Agreement and will, at Completion, have authorised, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement.

4. NO BREACH

4.1 The execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations under, this Agreement, a Transaction Document and any agreement entered into pursuant to the terms of a Transaction Document will not:

4.1.1 result in a breach of or conflict with any provision of its constitutional documents;

4.1.2 result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound; or

4.1.3 result in a breach of any applicable laws or regulations or of any order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction.

5. CONSENTS

All material consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, registrations, declarations, filings with any governmental department, commission, agency or other organisation having jurisdiction over the Purchaser which are necessary or desirable for the Purchaser to obtain in order to enter into and perform a Transaction Document to which it is party and any agreement entered into pursuant to the terms of a Transaction Document to which it is party in accordance with its terms, have been unconditionally obtained in writing and have been disclosed in writing to the Seller.

6. PROCEEDINGS

6.1 There are no:

6.1.1 outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Purchaser or any of its Affiliates;

6.1.2 lawsuits, actions or Proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser; or

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

104

6.1.3 investigations by any governmental or regulatory body which are pending or threatened against the Purchaser, so far as the Purchaser is aware,

which, in each case, has or could have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and/or any agreement entered into pursuant to the terms of this Agreement.

7. SOLVENCY

No order has been made, petition presented or meeting convened for the winding up of the Purchaser, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and there are no Proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable laws, would justify any such Proceedings.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

105

Schedule 11REAL ESTATE PROPERTIES

***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

106

Schedule 12DEFINITIONS AND INTERPRETATION

1. In this Agreement each of the following words and expressions shall have the following meanings:

"Accounting Policies" has the meaning set out in Schedule 4;

"Accounts" means the Individual Accounts and the Limited Review Accounts;

"Accounts Date" means 31 December 2012;

"Actions" means claims, actions, Proceedings, damages, demands, judgments, sums payable, liabilities and losses (which for the avoidance of doubt includes but is not limited to, any diminution in the value of the Shares, or the shares in the Subsidiaries or the assets of the Company or the Subsidiaries) (in each case, whether or not successful, compromised, settled, withdrawn or which shall become unenforceable by the lapse of time or otherwise);

"AEFL" means Agila Especialidades Farmaceuticas Ltda, a company incorporated under the laws of Brazil with registered number CNPJ: 11.643.096/0001-22, NIRE: 3320858940-3 and whose registered office is at City of Campos de Goytacazes, State of Rio de Janeiro, at Rua Lourival Martins Beda, 1118, Zip Code 28110-000, Brazil;

"AEFL JV Interest Purchase Agreement" the sale and purchase agreement or about the date hereof, pursuant to which SFPL shall acquire all of the equity interests held by ***;

"Affiliate" means in relation to any Person, any other Person directly or indirectly Controlled by, or Controlling of, or under common Control with, that Person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust;

"Agila Business" means the business conducted by the Group Companies, comprising the development, manufacturing, distribution, marketing and sale of Relevant Products;

"Agila Group" means the Group and Agila Specialties Pvt Limited and its subsidiaries;

"Agila IP" means Intellectual Property (excluding any rights in software and computer programs, (whether in source code, object code or other form), algorithms, databases, compilations and data, and supporting technology) owned by the Group and used in the conduct of the Agila Business;

"Agila Marketing" means Agila Marketing e Distribuição de Produtos Hospitalares Ltda, a company incorporated under the laws of Brazil with registered number CNPJ/MF: 05.656.727/0001-45, NIRE: 3320713230-2 and whose registered office is at City of Serra, State of Espírito Santo, at Av. Talma Rodrigues Ribeiro, 147, storage 3, room 12 Zip Code 29173-795, Brazil;

"Agila Marketing JV Interest Purchase Agreement" the Sale and Purchase agreement dated on or about the date hereof, pursuant to which Agila Specialties Americas Limited shall acquire all of the equity interests held by ***;

"Agila USA" means Strides Inc., a Wyoming corporation;

***

***

"Ancillary Deed" means the ancillary deed between the Purchaser, the Seller and others effective as of the date hereof;

***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

107

"Applicable Law" means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction and all codes of practice having force of law, all judgments, orders, notices, instructions, decisions and awards of any court or Governmental Authority of competent jurisdiction and with standing in the jurisdictions in which the Agila Business operates;

"Applicable Regulatory Law" means all Applicable Laws relating to the research, development, manufacturing, import, export, distribution, marketing, promotion, advertising, sale, monitoring of adverse events or reactions, or reimbursement of pharmaceutical products;

"Approved Capital Expenditure Budget" means the capital expenditure program set out at Appendix 7 and any amendments to such program as may be agreed in writing between the Seller and the Purchaser;

***

"Assignee" has the meaning set out in Clause 16.7;

"Assets" means in relation to any Person, means the real property, Intellectual Property, rights, assets and legal relationships of such Person (including contracts and products under development);

***

***

"Australia JV Interest Purchase Agreement" means the sale and purchase agreement, dated on or about the date hereof, pursuant to which Agila Specialities Global Pte Ltd. shall acquire all of the equity interests held by ***;

"Australia JV Payment Amount" means the amount payable to the Australia JV Seller on completion of the Australia JV Interest Purchase Agreement;

***

***

"AU$" means Australian Dollars, the lawful currency of Australia;

"Bank Debt" has the meaning given in Schedule 4;

***

"Biotech" means Strides' biotech listed business vertical operating through Agila Biotech (which name shall be changed within three (3) weeks from the date of Completion to not include the word Agila);

***

***

"Brand License Agreement" means the brand license agreement to be entered into between the parties thereto on or before the Completion Date, on terms consistent with the Brand License Agreement Term Sheet;

"Brand License Agreement Term Sheet" means the Brand License Agreement Term Sheet in the agreed form;

"Brazil JV Interest Purchase Agreements" means the Agila Marketing JV Interest Purchase Agreement, the SFPL JV Interest Purchase Agreement and the AEFL JV Interest Purchase Agreement;

***

***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

108

"Brazil JVs Payment Amount" means the amount payable to the counterparties of the Brazil JV Interest Purchase Agreements;

"Business Day" means a day (not being a Saturday or Sunday) on which banks are open for general banking business in London, Singapore, Bangalore and New York;

"Business Plan" means the financial model relating to the Agila Business as contained in 1.A.2.1 (Basil ModelNeem) of the Data Room;

"CA$" means Canadian dollars, the lawful currency of Canada;

***

***

***

***

***

***

"Capex Reimbursement Amount" has the meaning given in Schedule 4;

"Cash" has the meaning given in Schedule 4;

"CEV Escrow Agent" means the Person nominated by the Seller and the Purchaser to act as escrow agent in accordance with the CEV Escrow Agreement, which shall be on terms materially consistent with the CEV Term Sheet;

"CEV Escrow Agreement" means the escrow agreement setting out the terms and conditions on which the CEV Escrow Agent will hold and release, as applicable, the Contingent Fund on and from Completion;

"CEV Term Sheet" means the escrow agreement term sheet with respect to the Contingent Fund in the agreed form;

***

"Claim" means a General Claim and a Tax Claim;

"Code" means the U.S. Internal Revenue Code of 1986;

"Combination Transaction" has the meaning set out in Clause 13.8;

"Commitment" has the meaning set out in Clause 4.4.3;

"Company" means Agila Specialties Global Pte Ltd., a limited private company incorporated in the Republic of Singapore with registration number 201223959H and whose registered office is at 8 Cross Street, #10-00 PWC Building, Singapore;

"Competing Business" has the meaning set out in Clause 13.1.1;

"Competing Division" has the meaning set out in Clause 13.8;

"Competition Approval" refers to the approvals required pursuant to paragraphs 3.1 and 3.2 of Schedule 2;

"Competition Authorities" has the meaning set out in Clause 4.8;

"Completion" means completion of the sale and purchase of the Shares in accordance with Clause 6;

"Completion Balance Sheet" has the meaning given in Schedule 4;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

109

"Completion Date" means the date on which Completion takes place in accordance with the terms of this Agreement;

"Completion Deed" means the deed between the Purchaser, the Seller and others relating to Completion and other matters, effective as of the date hereof;

"Completion Disclosure Letter" means the letter provided immediately before Completion from the Seller to the Purchaser in relation to the Seller Warranties repeated immediately before Completion;

"Completion Payment" has the meaning set out at Clause 3.2.1;

"Conditions" means the conditions set out in Schedule 2;

"Conduct Period" has the meaning set out in Clause 3.13.3;

"Consent" means any license, permission, approval, clearance, permit, notice, consent, authorisation, waiver, grant, concession, agreement, certificate, exemption, order or registration from any Governmental Authority or any other Person;

"Consolidation Order" means an order by a Tribunal that a First-filed Dispute and a Later Dispute be resolved in the same arbitral proceedings;

"Contingent Enterprise Value" means ***;

"Contingent Fund" has the meaning given in Clause 3.2A;

"Contingent Period" has the meaning given in the CEV Term Sheet;

"Control" means the power of a Person to secure, directly or indirectly, (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another Person or otherwise) that the affairs of such other Person are conducted in accordance with his or its wishes or the possession, directly or indirectly, of power of a Person to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such other Person, and "Controlled" and "Controlling" shall be construed accordingly;

***

***

"Cost of Goods Sold" or "COGS" means:

(a) with respect to any product purchased from a third party, the actual cost of acquisition (without mark-up);

(b) with respect to any product manufactured internally by a party, the actual direct material costs, labour costs and other direct costs, as well as fixed and variable overheads to the extent allocable to products.

For clarity, such costs shall exclude general administrative or corporate overhead, sales and marketing expenses, research and development costs, interest expenses and any other costs not directly attributable or allocable to products. However, in the case of both (a) and (b), costs will include other costs (without mark-up) actually incurred and allowable to products, for example costs of quality assurance, transportation and storage;

"Costs" means costs, charges and expenses (including those suffered or incurred in establishing or enforcing a right to be indemnified under this Agreement);

"CTA 2010" means the Corporation Tax Act 2010;

"Customer Payback Amount" has the meaning given in Schedule 4;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

110

"Dangerous Substance" means any natural or artificial substance (whether in a solid, liquid, gas, vapour or other form) that is (i) capable (alone or in combination) of causing significant harm to man or any other living organism or of significantly damaging the Environment or public health (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, or radioactive materials) or (ii) is listed or subject to regulation pursuant to any Environmental Law;

"Data Protection Laws" means all Applicable Laws in connection with privacy and the processing, collection, use and protection of personal data in any jurisdiction;

"Data Room" means the documents, materials and information (including correspondence) contained in the online data room which is operated by Merrill Datasite and made available to the Purchaser (including the Purchaser's agents and advisers) details of which are contained in the index annexed to the Disclosure Letter and the contents of which were provided by Merrill Datasite to the Parties on an external hard drive;

"Debt" has the meaning given in Schedule 4;

"Deloitte Review Report" means the Review Report by Deloitte Haskins & Sells issued to the Board of Directors of SAL related to the pro forma combined financial statements of the Specialty Entities in accordance with the procedure mentioned in the Standard on Review Engagement (SRE) 2410 issued by the Institute of Chartered Accountants in India;

***

"Disclosure Letter" shall mean the Signing Disclosure Letter in respect of the Seller Warranties and Promoter Warranties given at the date of this Agreement and the Completion Disclosure Letter in respect of the Seller Warranties given immediately before Completion;

"Dispute" has the meaning given in Clause 19.1;

"Disputed Details" has the meaning given in paragraph 2.3 of Schedule 4;

"Draft Individual Accounts" means the individual unaudited balance sheet, profit and loss account, cash flow statement (if applicable) and the notes thereto for the 12 month period ended 31 December 2012 in relation to certain of the Specialty Entities as detailed in the definition of Individual Accounts;

“Draft Limited Review Accounts” means the PCFS at 31 December 2012, where the accompanying Deloitte Review Report is unsigned;

"Election Period" has the meaning given in paragraph 2.2 of Appendix 12;

"Employee" means any individual who has entered into or works under a contract of employment or any other contract with a Group Company whereby the individual undertakes to do or perform personally any work or services (save where the relevant Group Company's status by virtue of that contract is that of a client or customer of any profession or business undertaking carried on by an individual), and "Employees" shall be construed accordingly;

"Employee Incentive Plan" means any deferred compensation, incentive compensation, phantom share plan, cash bonus plan, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement operated by the Group or the Seller;

"Encumbrance" means any claim, option, charge (fixed or floating), mortgage, lien, pledge, equity, encumbrance, easement, right to acquire, right of pre-emption, right of first refusal, title retention or any other security interest or any agreement or arrangement having a similar effect or any agreement to create any of the foregoing;

"English Courts" has the meaning given in Clause 19.8;

"Enterprise Value" means ***;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

111

"Enterprise Value Due at Completion" means ***;

"Environment" means any or all of the following media: air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;

"Environmental Law" means any and all laws, statutes, secondary and subordinate legislation, regulations, directives, circulars, guidance, common law, notices under legislation, judgments, orders and decisions, interpretations of any laws by any Regulatory Authority and international and EU treaties concerning the protection of the Environment, human health and safety (including worker health and safety) or the generation, transportation, storage, treatment or disposal of any Dangerous Substance or waste;

"Environmental Licence" means any permit, licence, authorisation, permission, accreditation, registration, consent, exemption or other approval required under or in relation to any applicable Environmental Law in order to carry on the Agila Business;

"Environmental Losses" has the meaning given in Clause 14.1.1;

"Environmental Proceedings" means any Proceeding commenced and/or taken by a Regulatory Authority or third party under Environmental Law;

"Environmental Requirements" means any obligations or requirements arising pursuant to applicable Environmental Law and any final notices, judgments, orders or decrees pursuant to Environmental Law;

"ERISA" means the Employee Retirement Income Security Act of 1974;

"Estimated Capex Reimbursement Amount" has the meaning given in Schedule 4;

"Estimated Cash" has the meaning given in Schedule 4;

"Estimated Completion Balance Sheet" has the meaning given in Schedule 4;

"Estimated Customer Payback Amount" represents the Seller's good faith estimate of the Customer Payback Amount at the Relevant Time;

"Estimated Debt" has the meaning given in Schedule 4;

"Estimated Net Working Capital" has the meaning given in Schedule 4;

"Estimated Target Net Working Capital" has the meaning given in Schedule 4;

"Estimated Unpaid Change in Control Payments" has the meaning given in Schedule 4;

"Estimated Working Capital Shortfall" has the meaning given in Schedule 4;

"EUR" means Euros, the lawful currency of the European Union;

"Existing Dispute" means any Dispute and/or Related Agreement Dispute;

"Expert Accountant" has the meaning given in paragraph 2.6 of Schedule 4;

"Final Individual Accounts" means the individual audited balance sheet, profit and loss account, cash flow statement (if applicable) and the notes thereto for the 12 month period ended 31 December 2012 in relation to certain of the Specialty Entities as detailed in the definition of Individual Accounts;

"Final Limited Review Accounts" means the PCFS at 31 December 2012, where the accompanying Deloitte Review Report is signed;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

112

"Financial Vendor Due Diligence Report" the report dated 8 November 2012 (volume I) and 24 December 2012 (Volume III) prepared by Ernst & Young LLP in connection with the Group Companies;

"Financing" has the meaning set out in Clause 8.5;

"First-filed Dispute" means any Dispute and/or Related Agreement Dispute where a Request for Arbitration has been served before a Request for Arbitration has been served in relation to a Later Dispute;

"Full Title Guarantee" means with the benefit of the implied covenants set out in Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 when a disposition is expressed to be made with full title guarantee;

"Fundamental Promoter Warranties" means the Promoter Warranty contained in paragraph 3 (Capacity) of Schedule 8;

"Fundamental Seller Warranties" means the Seller Warranties contained in paragraphs 1 (Title), 2.1, 2.2, 2.3 and 2.4 (Seller and Group Company Capacity) of Schedule 8;

"Fundamental Seller Warranty Claim" means any claim arising out of, or in connection with, any of the Fundamental Seller Warranties;

"General Claim" means a claim in respect of any of the General Warranties;

"General Warranties" means the warranties contained in Part 1 of Schedule 8;

"Governmental Authorisation" means other than Registrations, all filings with any Governmental Authority, Consents (to the extent required from a Governmental Authority), licenses, franchises, permits, concessions, exemptions, orders, certificates, registrations, re-registrations, applications, declarations and filings pertaining to the aforesaid issued, granted, given or otherwise made available by or under the authority of any Governmental Authority pursuant to any Applicable Laws;

"Governmental Authority" shall mean any multinational, national, federal, state, regional, community, provincial, county, municipal or local government, or any political subdivision of any of the foregoing, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, taxing, regulatory or administrative authority or functions of or pertaining to government, including any authority or quasi-governmental entity established to perform any of these functions;

"Gross Profit" means Net Sales less COGS. Such amounts shall be calculated in a manner consistent with a party's internal accounting practices, consistently applied. As it relates to the Purchaser, such amounts shall also be in accordance with generally accepted accounting principles in the United State of America and as it relates to the Group such amounts shall also be in accordance with Indian GAAP;

"Group" means the Company and the Subsidiaries;

"Group Auditors" means Deloitte or Deloitte Haskins & Sells or any other member firm;

"Group Companies" means the Company and the Subsidiaries and "Group Company" shall be construed accordingly;

"Group Company Benefit Plan" has the meaning given in paragraph 15.2.4 of Schedule 8;

"Hire Purchase Leases" has the meaning given in Schedule 4;

"Historical Limited Review Accounts" means the PCFS and related Deloitte Review Report for the Specialty Entities for the 12 month period ended 31 December 2011, the 6 month period ended 30 June 2012 and the 9 month period ended 30 September 2012;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

113

"HSR Act" means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder;

"Improvements" means the material buildings, structures, fixtures, building systems and equipment included on the Owned Real Property;

"India SPA" means the Sale and Purchase Agreement, effective as of the date hereof, by and among SAL, the India Purchaser and the Promoters;

"Indian GAAP" means the generally accepted accounting principles in India, in effect from time to time;

"Individual Accounts" means the individual unaudited balance sheet, profit and loss account, cash flow statement (if applicable) and the notes thereto for the 12 month period ended 31 December 2011 in relation to the following Subsidiaries: (i) Strides Specialties (Holdings) Cyprus Limited; (ii) Onco Laboratories Limited; (iii) Farma Plus AS; (iv) Agila Specialties Polska sp.zo.o; (v) Strides Farmaceutica Participacoes Ltda; (vi) Agila Especialidades Farmacêuticas Ltda; (vii) Agila Marketing e Distribuição de Produtos Hospitalares Ltda; (viii) Strides Inc.; and (ix) Agila Specialities Pharma Corporation;

"Information" means books and records, documents, information, data and financial affairs (including the statutory books, minute books, contracts, customer lists, supplier lists and leases);

"Information Technology Agreements" has the meaning given in paragraph 11.2.1 of Schedule 8;

"Information Technology Systems" means all communications systems and computer systems used by a Group Company including all hardware, software and websites but excluding networks generally available to the public;

"Initial Longstop Date" means the date falling nine (9) months after the date of this Agreement;

"Intellectual Property" means all intellectual property and industrial property rights and rights in confidential information of every kind and description throughout the world, in each case whether registered or unregistered, and including any applications for registration of any of the following, including (i) inventions (whether patentable or not), patents, invention disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) rights in computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing, (iii) copyrights and copyrightable subject matter, (iv) trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, registered designs, design rights and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (v) all Know-how, confidential information, trade secrets, ideas, proprietary processes, formulae, models and methodologies, (vi) rights of publicity, privacy, and rights to personal information, (vii) moral rights and rights of attribution and integrity, and (viii) any rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing which subsist anywhere in the world;

"Joinder" means the joining of a party to this Agreement or a Related Agreement to an Existing Dispute;

"Joinder Order" means an order by a Tribunal that a party to this Agreement or a Related Agreement be joined to an Existing Dispute;

"Joint Ventures" shall mean ***;

"Judgment" shall mean any order, injunction, judgment, decree, ruling, assessment or arbitration award of any court or other tribunal or arbitrator;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

114

"JV Interest Purchase Agreements" means ***;

"JV Payment Amount" has the meaning given in Appendix 11;

"Key Contracts" means those contracts listed in Part 1 of Appendix 15;

"Key Restrictions" has the meaning set forth in Appendix 15;

"Key Terminating Contracts" has the meaning set forth in Appendix 26;

"Know-how" means all know how, trade secrets and confidential information, in any form (including paper, electronically stored data, magnetic media, film and microfilm) including without limitation financial and technical information, drawings, formulae, test results or reports, project reports and testing procedures, information relating to the working of any product, process, invention, improvement or development, instruction and training manuals, tables of operating conditions, information concerning intellectual property portfolio and strategy, market forecasts, lists or particulars of customers and suppliers, sales targets, sales statistics, prices, discounts, margins, future business strategy, tenders, price sensitive information, market research reports, information relating to research and development and business development and planning reports and any information derived from any of them;

"Later Dispute" means any Dispute or Related Agreement Dispute where a Request for Arbitration is served after a Request for Arbitration has been served in respect of a First-filed Dispute;

"Leased Real Property" means the Real Property which is leased by the Company and the Subsidiaries as listed in Schedule 11 and marked 'Leasehold';

"Legal Vendor Due Diligence Report" means the report dated 6 November 2012 prepared by the Seller's Solicitors and other legal advisers in connection with the Agila Business and the Group Companies;

"Liability" means with respect to any Person, any liability or obligation of such Person, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, and whether or not required to be reflected on a balance sheet prepared in accordance with Indian GAAP;

"Limited Review Accounts" means the Draft Limited Review Accounts and the Final Limited Review Accounts;

"Longstop Date" means the Initial Longstop Date or such later date as determined by Clause 4.11;

"Material Adverse Effect" means any change, event, effect, fact, circumstance or occurrence that, individually or in the aggregate, has resulted in or would, based on an objective determination, reasonably be expected to result in a material and adverse effect on: (x) the business, results of operation or financial condition of the Agila Business taken as a whole, or (y) the ability of the Seller to perform its material obligations under or consummate the transaction contemplated by this Agreement and the Transaction Documents, provided that Material Adverse Effect shall not include changes, events, effects, facts, circumstances or occurrences, individually or in the aggregate, resulting from: (a) conditions generally affecting companies engaged in the pharmaceutical business, except to the extent any Group Company is disproportionately affected relative to such companies, (b) changes in national or international, economic or political conditions or any currency exchange rates or controls, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (c) conditions with respect to financial, banking or securities markets including any disruption thereof and any decline in the price of any security of any market index, (d) the launch of a product by any entity not being a Group Company that competes with any of the Relevant Products, provided that no Group Company has granted rights to such entity in respect of such product, (e) acts of war, terrorism natural disaster,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

115

extremity of weather or any national or international calamity, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (f) changes, after the date hereof, in GAAP or regulatory accounting requirements applicable to the Agila Business, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (g) changes in any laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (h) failure of the Group to meet financial projections, forecasts or revenue or earnings predictions for any period (provided that the underlying cause(s) for any such failure shall not be excluded by this clause (h)), (i) the public announcement of the transactions expressly contemplated by this Agreement, or (j) actions expressly required by any of the Transaction Documents, or undertaken by the Seller or any Group Company in respect of the Agila Business with the express written consent of the Purchaser;

"Material Contract" has the meaning given in paragraph 12 of Schedule 8;

"Negative Conditions" those Conditions in paragraphs 1, 2.1 to 2.3 (inclusive), 2.6, 2.8, 2.9 and 4 of Schedule 2;

"Net Sales" means the gross amount invoiced by or on behalf of a party, less the following deductions to the extent actually paid, granted or accrued or otherwise directly incurred by a party with respect to the sale of products:

(a) rebates, chargebacks, returns, quantity and cash discounts and other usual and customary discounts or allowances to customers or government programs;

(b)    actual freight and insurance costs of transportation; and

(c)    any Service Taxes, duties, customs and any other governmental charges, to the extent included in the invoice;

"Net Working Capital" has the meaning given in Schedule 4;

"Novations" means the novation of the Transferring Contracts from members of the Seller's Group to members of the Group;

"NZ$" means New Zealand dollars, the lawful currency of New Zealand;

"Ordinary Course of Business" shall mean the usual, regular and ordinary course of business of the Agila Business, consistent with the manner in which the Agila Business has been conducted during the twelve months prior to the date of this Agreement;

"Original Agreement" means the agreement dated 27 February 2013 made between the Parties for the sale and purchase of the entire issued share capital of the Company;

"Owned Real Property" means the Real Property which is owned by the Company and the Subsidiaries as listed in Schedule 11;

"Paragraph IV Challenges" means challenges to any paragraph IV certifications filed by the Group pursuant to the US Drug Price Competition and Patent Term Restoration Act 1984 (as may be amended from time to time);

"Party" or "Parties" means a party or the parties to this Agreement;

"Payoff Amount" means an amount in US$ equal to the aggregate amount of all Bank Debt, as at the Completion Date;

"Payoff Letter" means a letter from the Seller and the relevant banks, to the Purchaser specifying the Payoff Amount;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

116

"Permitted Capex" means capital expenditure incurred in accordance with the Approved Capital Expenditure Budget between the date of this Agreement and the Completion Date (inclusive);

"Permitted Encumbrances" means each of the following: ***;

"Person" shall mean and include an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company or other entity or organization, including a government or political sub-division, or agency or instrumentality thereof and/or any other legal entity;

"Planning Law" means all Applicable Laws which apply or relate to town and country planning;

"PLN" means Polish złoty, the lawful currency of Poland;

"Positive Conditions" those Conditions in paragraphs 2.4, 2.5, 2.7 and 3 of Schedule 2;

"Post-Completion Customer Payback Amount" means ***;

"Post Completion Payment Date" means two (2) Business Days after the date on which the Cash, Debt, the Net Working Capital, the Target Net Working Capital, the Capex Reimbursement Amount, the Customer Payback Amount and Unpaid Change in Control Expenses are agreed between the Purchaser and the Seller or otherwise determined in accordance with Schedule 4;

"Proceeding" shall mean any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator;

"Product Registrations" means all authorizations, approvals, registrations, clearances, consents, licenses, qualifications and other rights from, and all declarations, notices and filings with, the Regulatory Agencies that are necessary to develop, test, manufacture, package, label, storemarket, import, distribute and/or sell any of the Relevant Products;

"Pro Forma Combined Financial Statements of the Specialties Business" or "PCFS" has the meaning given in Schedule 4;

"Promoter Warranties" means the warranties contained in paragraphs 3 (Promoter Capacity) and 20 (Promoter Brokers and Finders) of Schedule 8;

"Promoters" means Mr Arun Kumar and Pronomz Ventures LLP;

"Prudent Environmental Action" means an action taken by a Purchaser Indemnittee with consistent with good commercial practice, which action would otherwise still be taken by a Purchaser Indemnitee without regard to the existence of an indemnity, to mitigate or avoid potential liability with respect to liability under Environmental Law, Environmental Proceedings or Environmental Requirements, whether or not there is an Environmental Proceeding or Environmental Requirement to take such actions;

"Purchaser" has the meaning given in the Preamble;

"Purchaser Dispute Response" has the meaning given in paragraph 2.4 of Schedule 4;

"Purchase Price" has the meaning given in Clause 3.1;

"Purchaser Conditions" means the Purchaser's conditions set out in paragraph 2 of Schedule 2;

"Purchaser Indemnitees" has the meaning given in Clause 14.1;

"Purchaser Obligation" means any warranty or undertaking to indemnify (including any covenant to pay pursuant to the Tax Deed) given by the Purchaser to the Seller and/or the Promoters under this Agreement;

"Purchaser's Accountants" has the meaning given in Schedule 4;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

117

"Purchaser's Group" the group of companies comprising the Purchaser, any holding company from time to time of the Purchaser and any subsidiary of the Purchaser;

"Purchaser's Solicitors" means Skadden, Arps, Slate, Meagher & Flom, LLP, Four Times Square, New York 10036-6522; and Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street, Canary Wharf, London E14 5DS;

"Purchaser's Tax Group" has the meaning given to it in the Tax Deed;

"Purchaser Warranties" means the warranties contained in Schedule 10;

"Real Properties" means the leasehold and freehold properties owned or held in perpetual usufruct by the Company and the Subsidiaries as listed in Schedule 11;

"Registrations" means the authorisations, approvals, licenses, permits, certificates, or exemptions issued by a Governmental Authority held by the Seller or any Group Company immediately prior to Completion that are required for the Agila Business;

"Regulatory Agency" means a Governmental Authority that is concerned with the quality, identity, strength, purity, safety, efficacy, development, packaging, labelling, storage, testing, manufacturing, sale, distribution, marketing, import or export, as applicable, of each of the Relevant Products;

"Regulatory Authority" means any authority, agency, department (including any governmental department or agency) or other Person having authority under, or jurisdiction in respect of, any Environmental Law;

"Regulatory Information" means copies of the Product Registrations, together with copies of related correspondence between any Seller Group Company or Group Company and the applicable Governmental Authority, current approved packaging and any other existing files and dossiers, in each case relating to the Product Registrations and/or to the underlying data or information used to support, maintain or obtain marketing authorization of the underlying Product.

"Related Agreement" has the meaning given in Clause 19.15;

"Related Party Loans" has the meaning given in Schedule 4;

"Relevant Claims" has the meaning given in Appendix 27;

"Relevant Products" means ***;

"Related Party Transactions" means agreements or arrangements between a Group Company and a member of the Seller's Group or a Promoter, including Related Party Loans excluding those related party transactions identified by the Seller and the Purchaser in Appendix 9 to not be terminated prior to Completion;

"Relevant Law" means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction and all codes of practice having force of law, all judgments, orders, notices, instructions, decisions and awards of any court or Government Authority of competent jurisdiction and with standing in any of the following territories: India, Brazil, the USA, Singapore, Canada, New Zealand, Poland and Australia;

"Relevant Time" has the meaning set out in Schedule 4;

"Related Agreement Dispute" means any dispute, claim or difference including any question regarding its existence, validity or termination arising out of or in connection with a Related Agreement and any dispute relating to any non-contractual obligations arising out of it;

"Representatives" means, in relation to a person, its directors, officers, employees, agents and advisers;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

118

"Restrictive Covenant Agreement" means the agreement between the Seller, the Purchaser and others, effective as of the date hereof, containing certain non-compete and non-solicitation provisions;

"Restructuring" means the restructuring of the Agila Business undertaken by the Seller's Group prior to Completion (but including for the purposes of this definition, for the avoidance of doubt, the Group Companies);

"Restructuring Steps" the Novations and the steps required to complete the reorganisation of the Group Companies and certain assets used in connection with the Agila Business as set out in Appendix 2 ;

"Rules" has the meaning given in Clause 19.1;

"R$" means Brazilian Real, the lawful currency of the Federal Republic of Brazil;

"Rs" means Indian Rupee, the lawful currency of the Republic of India;

"SAL" means Strides Arcolab Ltd;

"Seller" has the meaning given in the Preamble;

"Seller's Accountants" has the meaning given in Schedule 4;

"Seller's Group" meansthe group of companies comprising the Seller, any holding company from time to time of the Seller and any subsidiary of the Seller or any such holding company but excluding any Group Company or member of the Agila Group and "member of the Seller's Group" or "Seller Group Company" shall be construed accordingly;

"Seller Information" has the meaning given in Clause 12.3;

"Seller Obligation" any warranty or undertaking to indemnify (including any covenant to pay pursuant to the Tax Deed) given by the Seller to the Purchaser under this Agreement;

"Seller Parent Guarantee" means the deed between the Purchaser and SAL relating to the guarantee by SAL of certain obligations of Seller, effective as of the date hereof;

"Seller Related Withholding Tax" means any liability to Taxation imposed on the Purchaser, or a member of the Purchaser’s Tax Group, which arises as a result of the disposal of the Shares by the Seller to the Purchaser and is levied by reference to or on account of the sum paid or treated as paid for such Shares and recognised or deemed to be recognised by the Seller on such disposal, where such Taxation is required to be accounted for or paid (in whole or in part) by the Purchaser, or a member of the Purchaser’s Tax Group, by way of withholding or deduction at source, other than:

(a) any stamp duties, real estate transfer taxes, registration fees and registration taxes and capital duties whenever and wherever imposed and any other Tax of a similar nature, together with all penalties, surcharges, charges, costs and interest relating to such stamp duties, real estate transfer taxes, registration fees and registration taxes and capital duties;

(b) any Tax payable or suffered by a member of the Purchaser’s Tax Group or any Group Company by reference to the net profits, income or gains of that member or that Group Company;

(c) any Tax assessed on or payable or suffered by any member of the Purchaser’s Tax Group by reference to any consideration given or deemed to be given to any member of the Purchaser’s Tax Group pursuant to the Transitional Services Agreement and/or any other transitional arrangements; or

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

119

(d) any liability to Taxation imposed by the United States which arises as a result of the Purchaser’s residence there or, in the event Purchaser assigns its rights and obligations under the Agreement to an affiliate incorporated or formed under the laws of the European Union, Singapore, Australia, Mauritius or Japan, any tax imposed by such jurisdiction as a result of the Purchaser’s assignee being resident there or any Taxation imposed by any of the jurisdictions referred to in this paragraph (d) as a result of a member of the Purchaser's Tax Group being resident in any such jurisdiction;

"Seller's Solicitors" means Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG;

"Seller Warranties" means together the General Warranties, the Fundamental Seller Warranties and the Tax Warranties;

"Senior Employee" means any Person employed or engaged by any Group Company earning more than ***;

"Service Tax" means any value added tax, service tax, sales tax or any other similar consumption related tax;

"SFPL" means Strides Farmaceutica Participacoes Ltda, a company incorporated under the laws of Brazil with registered number CNPJ/MF 11.655.193/0001-35; NIRE: 3320859110-6 and whose registered office is City of Rio de Janeiro, State of Rio de Janeiro, at Avenida João Cabral de Melo Neto 400, rooms 603 and 604, Zip Code 22775-057, Brazil;

"SFPL JV Interest Purchase Agreement" the Sale and Purchase Agreement dated on or about the date hereof, pursuant to which Agila Specialties Americas Limited shall acquire all of the equity interests held by ***;

"Shares" means the 100 issued ordinary shares with an aggregate nominal value of S$100 in the share capital of the Company;

"Shrinkwrap Software" means third party software sold in a standard configuration and readily available to the public on standard terms and conditions;

"Signing Disclosure Letter" means the letter dated the same date as this Agreement from the Seller to the Purchaser in relation to the Seller Warranties;

"Singaporean Stamp Duty Documents" means (i) Working Sheet D (for private companies with ordinary issued shares) computing the net asset value per Share in the form prescribed by the Stamp Duty Branch of the Inland Revenue Authority of Singapore; (ii) a set of the latest management accounts of the Company, certified by a director or company secretary of the Company; and (iii) Form E4A (for transfer of shares), or such other documents as may be prescribed from time to time by the Stamp Duty Branch of the Inland Revenue Authority of Singapore for the purpose of assessing the stamp duty payable on a transfer of the Shares;

"Software" means all software used in connection with the business of a Group Company as is currently conducted or contemplated to be conducted, including Shrinkwrap Software and firmware that relates to or is comprised in hardware, together with all supporting documentation, user manuals, training materials and other materials necessary to enable a user to make full use of the functionality of, or to administer effectively, such software and firmware;

"Specialty Entities" has the same meaning as in Schedule 4;

***

***

"Strides Group" means SAL and its subsidiaries;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

120

"Subsidiaries" the undertakings, details of which are set out in Part 2 of Schedule 1 and "Subsidiary" shall be construed accordingly;

"S$" means Singapore Dollars, the lawful currency of the Republic of Singapore;

"Target Net Working Capital" has the meaning given in Schedule 4;

"Taxation" or "Tax" means taxation or tax as defined in the Tax Deed;

"Tax Authority" has the meaning set out in the Tax Deed;

"Tax Claim" means any claim in contract or otherwise in respect of the Tax Warranties but for the avoidance of doubt, a claim made under the Tax Deed shall not be considered to be a claim in respect of the Tax Warranties and, therefore, is not a Tax Claim;

"Tax Counsel" has the meaning set out in the Tax Deed;

"Tax Deed" means the deed in relation to Tax entered into pursuant to this Agreement in the agreed terms;

"Tax Deed Claim" means any claim in contract or otherwise pursuant to the terms of the Tax Deed;

"Tax Warranties" means the warranties contained in Part 2 of Schedule 8;

"Tenders" means tenders pursuant to which a Group Company offers to supply Relevant Products to hospitals or Governmental Authorities;

"Terminating RPTs" has the meaning set out in Clause 5.9;

"Third Party Claim" has the meaning given to it in paragraph 10 of Schedule 9;

"Third Party Consent" means any consent, approval, agreement or waiver required from a third party for the transfer of any rights to or the assumption by the Purchaser or the Group of any obligations under any of the Transferring Contracts;

"Third Party Terminating Contracts" has the meaning set out in Appendix 26;

"Trade Payables" has the meaning given in Schedule 4;

"Transaction" means the transaction contemplated by this Agreement;

"Transaction Documents" means this Agreement, the Tax Deed, the CEV Escrow Agreement, the Transitional Services Agreement, the Brand License Agreement Term Sheet, the Brand License Agreement, the Restrictive Covenant Agreement, the Completion Deed, the Disclosure Letter, Seller Parent Guarantee, the Ancillary Deedand any other document designated in writing by the Seller and the Purchaser as a Transaction Document, and including for purposes of Clause 3.7 hereof and paragraph 13 of Schedule 9, the India SPA and any document designated as a Transaction Document in the India SPA;

"Transferring Contracts" means ***;

"Transitional Services Agreement" means the transitional services agreement between the parties thereto dated the date of this Agreement;

"Unpaid Change in Control Payments" has the meaning given in Schedule 4;

"Unpaid Company Restructuring Expenses" means any costs, fees, expenses, losses or damages incurred or suffered by any Group Company or any payment due from any Group Company in connection with the (i) implementing the Restructuring (ii) effecting the Novations or (iii) completing the JV Interest Purchase Agreements, in each case, that remain unpaid as of the Relevant Time less any Service Tax chargeable in respect of the matters giving rise to such amounts which is recoverable (whether by way of credit or refund and whether by a Group Company or by any member of its fiscal group) but only to the extent such amounts are actually recovered;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

121

"Unpaid Company Transaction Expenses" means any professional services fees, costs or expenses incurred or suffered by any Group Company in connection with the consideration, review, pursuit, negotiation, execution and/or performance of this Agreement and the transactions contemplated by this Agreement, in each case, that remain unpaid as of the Relevant Time less any Service Tax chargeable in respect of the matters giving rise to such amounts which is recoverable (whether by way of credit or refund and whether by a Group Company or by any member of its fiscal group) but only to the extent such amounts are actually recovered;

"US GAAP Audit" means an audit performed under generally accepted auditing standards in the United States of America, in accordance with generally accepted accounting principles in the United States of America, of the PCFS for a period or periods reasonably in advance of Completion; and updated to the date of Completion;

***

"US$" or "US Dollars" means United States Dollars, the lawful currency of the United States of America;

"Withholding Instruction" has the meaning set out in Clause 3.13;

"Working Capital Shortfall" has the meaning given in Schedule 4; and

"£" means pounds sterling, the lawful currency of the United Kingdom.

2. In this Agreement, except where the context otherwise requires:

2.1.1 any reference to this Agreement includes the Schedules and Appendices to it each of which forms part of this Agreement for all purposes;

2.1.2 a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;

2.1.3 words in the singular shall include the plural and vice versa;

2.1.4 references to one gender include other genders;

2.1.5 a reference to a Person shall include a reference to a firm, a body corporate, an unincorporated association, a partnership or to an individual's executors or administrators;

2.1.6 a reference to a Clause, paragraph, Schedule (other than to a schedule to a statutory provision) or Appendix shall be a reference to a Clause, paragraph, Schedule or Appendix (as the case may be) of or to this Agreement;

2.1.7 if a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day;

2.1.8 references to any English legal term for any action, remedy, method of judicial Proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates the English legal term in that jurisdiction and references to any English statute or enactment shall be deemed to include any equivalent or analogous laws or rules in any other jurisdiction;

2.1.9 references to writing shall include any modes of reproducing words in any legible form and shall include email except where expressly stated otherwise;

2.1.10 a reference to a balance sheet or profit and loss account shall include a reference to any note forming part of it;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

122

2.1.11 a reference to "includes" or "including" shall mean "includes without limitation" or "including without limitation";

2.1.12 references to documents "in the agreed terms", "in the agreed form" or any similar expression shall be to documents agreed between the Parties, annexed to this Agreement and initialled for identification by the Seller and the Purchaser;

2.1.13 the headings in this Agreement are for convenience only and shall not affect its interpretation;

2.1.14 references to this Agreement include this Agreement as amended, varied, modified or supplemented in accordance with its terms;

2.1.15 any indemnity or covenant to pay (the "Payment Obligation") being given on an "after-Tax basis" means that the amount payable pursuant to such Payment Obligation (the "Payment") shall be calculated in such a manner as will ensure that, after taking into account:

(A) any Tax to be deducted or withheld from the Payment;

(B) the amount of any additional Tax which becomes payable by the recipient of the Payment as a result of the Payment's being subject to Tax in the hands of the recipient of the Payment; and

(C) the amount of any Tax benefit which is obtained by the recipient of the Payment to the extent that such Tax benefits is attributable to the matter giving rise to the Payment Obligation or to the receipt of the Payment,

the recipient of the Payment is in the same position as that in which it would have been if there had been non such deduction, withholding, additional Tax payable or Tax benefit; and

2.1.16 (i) all references herein to "the date of this Agreement" or "the date hereof" or other similar phrases shall be interpreted and construed as references to its effective date of February 27, 2013; and (ii) all references to the date of this Agreement in any other Transaction Document shall be interpreted and construed as references to such effective date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

123

AMENDED AND RESTATED ON 5 APRIL 2013 WITH AN EFFECTIVE DATE OF 27 FEBRUARY 2013
SELLER
SIGNED by Mr. Tan Kia Yew	)
duly authorised for and on behalf	)
of AGILA SPECIALTIES ASIA PTE	)
LTD	)	/s/ Tan Kia Yew
in the presence of:	)	(Director)
Signature of Witness		/s/ Albert Agoa Yap
Name of Witness (in BLOCK CAPITALS)		ALBERT AGOA YAP
Address of Witness		***
PURCHASER
SIGNED by Heather Bresch
duly authorised for and on behalf
of MYLAN INC.		/s/ Heather Bresch
in the presence of:		(Director)
Signature of Witness		/s/ Shawn Lorenzo
Name of Witness (in BLOCK CAPITALS)		SHAWN LORENZO
Address of Witness		***
INDIA PURCHASER
SIGNED by Heather Bresch
duly authorised for and on behalf
of MYLAN INC.		/s/ Heather Bresch
in the presence of:		(Director)
Signature of Witness		/s/ Shawn Lorenzo
Name of Witness (in BLOCK CAPITALS)		SHAWN LORENZO
Address of Witness		***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

124

AMENDED AND RESTATED ON 5 APRIL 2013 WITH AN EFFECTIVE DATE OF 27 FEBRUARY 2013
PROMOTERS
SIGNED by	)
	)
ARUN KUMAR	)	/s/ Arun Kumar
in the presence of:	)	(Promoter)
Signature of Witness		/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)		MANJULA R.
Address of Witness		Strides House
		Bannerghatta Road
		Bangalore 560076
SIGNED by ARUN KUMAR	)
duly authorised for and on behalf	)
of PRONOMZ VENTURES LLP	)	/s/ Arun Kumar
in the presence of:	)	(Partner)
Signature of Witness		/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)		MANJULA R.
Address of Witness		Strides House
		Bannerghatta Road
		Bangalore 560076

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

125

EX-10.2

Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Omissions are designated as ***.

Exhibit 10.1

EFFECTIVE 27 FEBRUARY 2013

STRIDES ARCOLAB LIMITED

and

MYLAN INC.

and

ARUN KUMAR

and

PRONOMZ VENTURES LLP

SALE AND PURCHASE AGREEMENT

FOR THE ENTIRE ISSUED SHARE

CAPITAL OF

AGILA SPECIALTIES PVT LTD

TABLE OF CONTENTS

Clause	Headings	Page
1	INTERPRETATION	1
2	SALE AND PURCHASE	1
3	CONSIDERATION	2
4	CONDITIONS	6
5	CONDUCT OF BUSINESS BEFORE COMPLETION	9
6	COMPLETION	11
7	WAIVERS AND AMENDMENTS OF CONTRACTS	12
8	GROUP FINANCING; DELIVERY OF FINANCIAL STATEMENTS; PURCHASER FINANCING	13
9	POST-COMPLETION OBLIGATIONS	14
10	SELLER AND PROMOTER WARRANTIES	14
11	LIMITATIONS ON LIABILITY	16
12	PURCHASER WARRANTIES AND UNDERTAKINGS	16
13	PROTECTION OF PURCHASER'S INTERESTS	18
14	SELLER INDEMNITIES	20
15	SURVIVING PROVISIONS	21
16	MISCELLANEOUS	21
17	NOTICES	25
18	GOVERNING LAW	26
19	ARBITRATION	26
SCHEDULE 1 DETAILS OF THE GROUP		31
	PART 1 THE COMPANY	31
	PART 2 THE SUBSIDIARIES	32
SCHEDULE 2 CONDITIONS		33
SCHEDULE 3 CONDUCT OF BUSINESS BEFORE COMPLETION		36
SCHEDULE 4 NET DEBT STATEMENT		40
SCHEDULE 5 COMPLETION OBLIGATIONS		47
	PART 1 SELLER'S OBLIGATIONS	47
	PART 2 PURCHASER'S OBLIGATIONS	49
SCHEDULE 6 GUARANTEES AND INDEMNITIES		50
SCHEDULE 7 POST COMPLETION OBLIGATIONS		52
	PART 1 POST COMPLETION OBLIGATIONS OF THE PURCHASER	52
	PART 2 POST COMPLETION OBLIGATIONS OF THE SELLER	53
	PART 3 TRANSFERRING CONTRACTS	54
SCHEDULE 8 SELLER AND PROMOTER WARRANTIES		56
	PART 1 GENERAL WARRANTIES	56
	PART 2 TAX WARRANTIES	77
SCHEDULE 9 LIMITATIONS ON LIABILITY		80

SCHEDULE 10 PURCHASER WARRANTIES	85
SCHEDULE 11 REAL ESTATE PROPERTIES	88
SCHEDULE 12 DEFINITIONS AND INTERPRETATION	89

AGREED FORM DOCUMENTS

Tax Deed

Directors/Secretaries Resignation Letters

Senior Manager Escrow Term Sheet

Brand License Agreement Term Sheet

THIS AGREEMENT is made with an effective date on February 27, 2013

BETWEEN:

(1) STRIDES ARCOLAB LTD, a company incorporated in India (company registration number L24230MH1990PLC057062) and whose registered office is at 201, Devavrata Sector 17, Vashi, New Mumbai – 400703, Maharashtra, India (the "Seller");

(2) MYLAN INC., a company incorporated in Pennsylvania (registered CIK number 0000069499) and whose registered office is at 1500 Corporate Drive, Canonsburg PA 15317, United States (the "Purchaser");

(3) MR. ARUN KUMAR, of "Strides House", Bilekahalli, Bannerghatta Road, Bangalore – 560076, India ("Mr. Kumar"); and

(4) PRONOMZ VENTURES LLP, a limited liability partnership registered under the provisions of the Limited Liability Partnership Act, 2008 having its office at Star II, Opp. IIMB, Bilekahalli, Bannerghatta Road, Bangalore 560076, India

(each of Mr. Kumar and Pronomz Ventures LLP being a "Promoter" and together, the "Promoters"), solely for the purposes of Clauses 5.8, 10.4 through 10.8 (inclusive), 10.13, 11, 13, 15, 16, 17, 18, 19, paragraphs 3.1 through 3.3 and 20 and 22.5 of Schedule 8 (to the extent relevant to the Promoters) and Schedule 12 hereof.

RECITALS:

(A) The Company is incorporated under the Companies Act, 1956 and is engaged in the Agila Business. The Seller is the legal and beneficial owner of the Shares (save for 10 equity shares of Rs 10 each in the share capital of the Company which are beneficially owned by the Seller but legally held by Mr Venkatesha and Mr Kannan (five shares respectively).

(B) The Seller has agreed to sell and transfer to the Purchaser, and the Purchaser has agreed to purchase, the entire issued share capital of the Company upon the terms, and subject to the conditions, set out in this Agreement.

(C) Each of the Promoters and the Seller has agreed to afford certain protections of the Purchaser's interests for a period of time following Completion (as defined below) in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Promoters and the Seller.

(D) Prior to Completion, each of the Senior Managers shall enter into a Senior Management Contract.

IT IS AGREED as follows.

1. INTERPRETATION

1.1 The definitions and other interpretative provisions set out in Schedule 12 shall apply throughout this Agreement, unless the contrary intention appears.

1.2 In this Agreement, except where the context otherwise requires, any reference to this Agreement includes a reference to the Schedules and the Appendices, each of which forms part of this Agreement for all purposes.

2. SALE AND PURCHASE

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

1

Sale and purchase

2.1 The Seller is the legal and beneficial owner of the Shares, and shall sell, and the Purchaser shall purchase, the Shares on the basis that they are sold at Completion with full, good, valid and marketable title, free and clear from any Encumbrance and together with all rights attaching to them at Completion, including the right to receive all dividends, distributions or any return of capital declared, made or paid with effect from Completion and voting power related to the Shares.

Waiver of rights

2.2 The Seller hereby waives and agrees to ensure the waiver of any restrictions on transfer, including pre-emption rights, which may exist in relation to the Shares, under the articles of association of the Company or otherwise and shall deliver such written waivers where required to the Company with a copy to the Purchaser on or prior to Completion.

3. CONSIDERATION

Purchase Price

3.1 The purchase price for the Shares to be paid by the Purchaser to the Seller (the "Purchase Price") is:

3.1.1 the Enterprise Value;

3.1.2 plus a sum equal to the Cash;

3.1.3 minus a sum equal to the Debt (which shall include the Payoff Amount);

3.1.4 minus any withholdings or deductions made in accordance with Clauses 3.11 to 3.13 (if applicable); and

3.1.5 minus the Senior Manager Transaction Proceeds.

Payments at Completion

3.2 At Completion, the Purchaser shall pay:

3.2.1 to the Seller, the Enterprise Value:

(A) plus a sum equal to the Estimated Cash;

(B) minus a sum equal to the Estimated Debt (which shall include the Payoff Amount);

(C) minus any withholdings or deductions made in accordance with Clauses 3.11 to 3.13 (if applicable); and

(D) minus the Senior Manager Transaction Proceeds.

(the "Completion Payment");

3.2.2 to the account(s) of the lender(s) specified in the Payoff Letter, the Payoff Amount in accordance with the terms of the Payoff Letter; and

3.2.3 to the account of the Senior Manager Escrow Agent specified in the Senior Manager Escrow Agreement, the Senior Manager Transaction Proceeds.

Each of the payments to be made by the Purchaser pursuant to this Clause 3.2 shall be made in US$, except the Payoff Amount, which may be paid in INR if so required by the Payoff Letter and the Senior Manager Transaction Proceeds.

On the Completion Date for the purpose of filings with the various Regulatory Authorities, the exchange rate, as mentioned in the Foreign Inward Remittance Certificate, shall be applicable.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

2

Notification of Estimated Amounts at Completion

3.3 Not less than five (5) Business Days prior to the Completion Date, the Seller shall prepare and deliver to the Purchaser the Estimated Completion Balance Sheet and a certificate setting out in reasonable detail the Estimated Cash and the Estimated Debt.

Post Completion Purchase Price adjustments

3.4 On the Post Completion Payment Date, the Purchaser or the Seller (as applicable) shall pay to the other an amount equal to such net balance arising out of the operation of the following:

3.4.1 if the amount of the Cash is:

(A) less than the Estimated Cash, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the shortfall; or

(B) greater than the Estimated Cash, the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the excess;

3.4.2 if the amount of the Debt is:

(A) greater than the Estimated Debt, the Seller shall pay to the Purchaser, as a reduction in the Purchase Price, an amount equal to the excess; or

(B) less than the Estimated Debt, the Purchaser shall pay to the Seller, as an increase in the Purchase Price, an amount equal to the shortfall;

3.5 The amount of the Cash and Debt, respectively, shall be determined in accordance with Schedule 4. Any payments required to be made under Clause 3.4 shall be treated as adjusting the Completion Payment, thus resulting after such payments in adjustment to the Purchase Price. The Purchase Price shall (subject to any further adjustment, if applicable, pursuant to Clause 3.7) be adopted for all Tax reporting purposes.

3.6 The Seller hereby irrevocably and unconditionally authorizes and instructs the Purchaser, at Completion, to deduct the Senior Manager Transaction Proceeds from the Purchase Price and to deliver such funds to the Senior Manager Escrow Agent to be held in an escrow account in accordance with the terms and conditions set out in the Senior Manager Escrow Agreement. The Senior Manager Transaction Proceeds shall be held and released in accordance with the terms of the Senior Manager Escrow Agreement.

3.7 Notwithstanding anything contained in this Clause 3 or Schedule 4 of the Agreement or any other Transaction Documents, the net Purchase Price paid by the Purchaser after all adjustments mentioned in Clause 3.4, 3.6 and 3.10 or any other Transaction Documents, shall be equal to or more than the Fair Value.

3.8 Intentionally left blank.

3.9 Intentionally left blank.

3.10 Any payment made in satisfaction of a liability arising under any Seller Obligation or a Purchaser Obligation shall adjust the price paid for the Shares.

3.11 The Parties have jointly determined that no withholding or deduction in respect of any Taxation should be required to be made by the Purchaser from the Purchase Price, and accordingly, subject only to the provisions of Clauses 3.11 to 3.15 (inclusive), the Purchaser shall pay the Purchase Price in accordance with the provisions of this Agreement without any withholding or deduction in respect of any Taxation.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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3.12 If, as a result of a change of any Relevant Law after the date of this Agreement but before the date on which payment is required to be made under Clauses 3.2 and/or 3.4 withholding or deduction from such payment becomes required on account of the Seller Related Withholding Tax then, subject to the Purchaser obtaining an opinion from leading Tax Counsel of at least ten (10) years standing addressed to the Seller that withholding or deduction from such payments should be made by any reasonably competent and responsible tax payer, the Purchaser will make the minimum deduction or withholding permitted by law from the payments to be made under Clauses 3.2 and/or 3.4.

3.13 If a written demand, notice or direction (each a "Withholding Instruction") is made or served by a Tax Authority on the Purchaser (or a member of the Purchaser's Group) after the date of this Agreement but before the date on which payment is required to be made under Clauses 3.2 and/or 3.4, to account for Seller Related Withholding Tax then:

3.13.1 The Purchaser shall promptly notify the Seller that it has received such a Withholding Instruction and shall promptly provide copies of all relevant documents in the Purchaser's possession (or in the possession of a member of the Purchaser's Group) evidencing such Withholding Instruction to the Seller, and pending further communication from the Seller in accordance with Clause 3.13.2 below shall not make any payment by way of withholding, deduction or otherwise and shall not make any filing, or admission of liability or other settlement in relation to such deduction or withholding.

3.13.2 The Seller may elect by a notice to the Purchaser, served within twelve (12) Business Days of receipt of notification of a Withholding Instruction pursuant to Clause 3.13.1 that it seeks to negotiate, appeal or otherwise challenge the Withholding Instruction, and if the Seller does so then the provisions of Clauses 3.13.3 to 3.13.11 shall apply.

3.13.3 During the period of thirty (30) Business Days starting on the date on which the Purchaser notified the Seller of the Withholding Instruction and provided all relevant documents in the Purchaser's possession (or in the possession of a member of the Purchaser's Group) (the "Conduct Period") the Seller shall be entitled in its absolute discretion but at the Seller's cost to negotiate, challenge or appeal the Withholding Instruction on behalf of the Purchaser.

3.13.4 The Seller shall keep the Purchaser fully informed of any action taken by it in relation to such negotiations, challenge or appeal, and shall consult with the Purchaser and shall promptly produce to the Purchaser copies of all relevant documents and correspondence in the Seller's possession (or in the possession of a member of the Seller's Group) associated with all such actions.

3.13.5 Subject to Clauses 3.13.6, 3.13.7, 3.13.8 and 3.13.9 but notwithstanding any other provision of this Agreement and irrespective of the time of Completion (whether before, after or during either the Conduct Period or the period of twelve (12) Business Days specified in Clause 3.13.2) the Purchaser shall not make any payment in respect of Taxation as is demanded in the Withholding Instruction to the relevant Tax Authority during the period of twelve (12) Business Days specified in Clause 3.13.2 and the Conduct Period (if any) nor shall it make any filing, or admission of liability or other settlement in relation to such deduction or withholding.

3.13.6 If Completion occurs during the Conduct Period or prior to the expiry of the period of twelve (12) Business Days specified in Clause 3.13.2, the Purchaser may, subject to the provisions of Clauses 3.13.7 to 3.13.9 below, retain from the Completion Payment an amount equal to the amount demanded by way of deduction or withholding in the

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Withholding Instruction or if a demand or notice or assessment is made requiring deduction or withholding but without providing a specified sum, a reasonable estimate of the liability.

3.13.7 If before the expiry of the Conduct Period, or the period of twelve (12) Business Days specified in Clause 3.13.2, the relevant Tax Authority withdraws the Withholding Instruction or otherwise confirms that irrespective of the Withholding Instruction no such withholding or deduction is required then the Purchaser shall pay the amount retained by it in accordance with Clause 3.13.6 above to the Seller.

3.13.8 If during the Conduct Period the relevant Tax Authority amends or revises the Withholding Instruction or otherwise confirms that irrespective of the Withholding Instruction the amount of withholding or deduction required is lower than the amount first specified in the Withholding Instruction or withheld based on a reasonable estimate then the Purchaser shall pay to the relevant Tax Authority out of the amount retained by it in accordance with Clause 3.13.6 above the amount of withholding or deduction required, and shall pay the balance of such retained amount to the Seller.

3.13.9 If upon the expiry of the Conduct Period no withdrawal or amendment or revision of the Withholding Instruction has been issued by the relevant Tax Authority then the Purchaser shall pay the amount retained by it pursuant to Clause 3.13.6 above to the relevant Tax Authority.

3.13.10 If the Seller has made an election pursuant to Clause 3.13.2 above then the Seller shall indemnify the Purchaser and keep it harmless in respect of any loss suffered by the Purchaser as a result of or in connection with any negotiations, appeal or other challenge pursued by the Seller, provided that without the prior written consent of the Seller (not to be unreasonably withheld or delayed) the Purchaser shall not pay any penalties or interest for late payment which may be levied on or demanded from the Purchaser in connection with or as a result of any negotiations, appeal or other challenge pursued by the Seller, and further provided that the Purchaser (on being held harmless by the Seller in respect of any costs and loss arising therefrom) shall allow the Seller to contest, appeal or challenge such penalties and/or interest for late payment on behalf of the Purchaser (subject to the provisions of Clause 10 of the Tax Deed (Claims Procedure)).

3.13.11 If the Purchaser has made any deduction or withholding in accordance with the provisions of Clauses 3.11 to 3.13 (inclusive) it shall, to the extent such amount has not been paid to the Seller under Clause 3.13.7 or Clause 3.13.8, pay the amount so deducted or withheld to the relevant Tax Authority, within three (3) Business Days upon the earlier of:

(A) thirteen (13) Business Days from the notice served under Clause 3.13.2 if the Seller does not respond to the notification or responds saying that it does not wish to negotiate, challenge or appeal;

(B) receiving notification of a lower amount due under Clause 3.13.8; or

(C) the expiry of the Conduct Period in the circumstances set out in Clause 3.13.9,

and shall provide evidence of such payment to the Seller, and all relevant certificates or other filings associated with such deduction or withholding.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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3.14 The Purchaser commits not to seek from any Tax Authority any ruling or guidance in relation to Seller Related Withholding Tax, without the prior written consent of the Seller (such consent not to be unreasonably withheld or delayed), nor to take any voluntary steps which may give rise to a Withholding Instruction. In this context a voluntary step shall not include filings, notifications or reporting requirements to be made under Relevant Law in relation to the transaction or that the transaction has taken place including (but not limited to) press releases or announcements, returns or notices to regulators or exchanges (including NASDAQ), notices or consents from banks and other providers of finance, reporting the transaction for stamp duty purposes including to stamp a stock transfer form, circulars to shareholders, and making returns to company registries.

3.15 For the avoidance of doubt, nothing in Clauses 3.11 to 3.15 (inclusive) shall affect the Seller's rights or the Purchaser's rights under the provisions of the Tax Deed.

Currency conversion

3.16 For the purposes of calculating any adjustments or payments pursuant to this Clause 3 and Schedule 4, amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV on the:

3.16.1 date on which the Estimated Completion Balance Sheet and the certificate pursuant to Clause 3.3 are prepared; and

3.16.2 Completion Date for the purposes of Clause 3.4.

Unpaid Company Restructuring Expenses and Unpaid Company Transaction Expenses

3.17 Where, in this Agreement, there is a reference to Unpaid Company Restructuring Expenses and Unpaid Company Transaction Expenses which, pursuant to the terms of this Agreement, are paid by the Seller to the Purchaser, the Purchaser agrees, in each case, to use its reasonable endeavours to recover or procure the recovery of any recoverable Service Tax elements chargeable in respect of such matters (whether such recovery is by way of credit or refund and whether by a Group Company or any member of its fiscal group) and, to the extent an amount is so recovered, the Purchaser shall pay, or shall procure the payment of, such amount to the Seller within 10 Business Days: (i) in the case of a credit, after the latest date on which, but for the utilisation of that credit, Service Tax or an amount in respect of Service Tax would otherwise have been payable to a Tax Authority by the relevant Group Company or member of its fiscal group in order to avoid a liability to interest and/or penalties accruing; and/or (ii) in the case of a refund, after the date on which that refund is received by the relevant Group Company or member of its fiscal group.

4. CONDITIONS

Conditions

4.1 Completion is conditional on the Conditions being satisfied or waived in accordance with the terms of this Agreement on or before the Longstop Date.

Waiver

4.2 The Purchaser may in its absolute discretion waive, either in whole or in part, at any time, by notice in writing to the Seller, any of the Conditions detailed in paragraph 2 of Schedule 2.

Satisfaction of Conditions

4.3 The Seller shall, at its own cost (save that the Purchaser shall bear its own costs in respect of the Competition Approvals, if any), use its best endeavours to satisfy or procure the satisfaction of the Conditions set out at paragraphs 1, 2, 3, 4, and 6 of Schedule 2 as soon as reasonably practicable and in any event on or before the Longstop Date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.4 The Purchaser shall, at its own cost (save that the Seller shall bear its own costs in respect of the Competition Approvals, if any), use its best endeavours to satisfy or procure the satisfaction of the Conditions set out at paragraphs 1, 2.7, 3, 5 and 6.1 of Schedule 2 as soon as reasonably practicable and in any event on or before the Longstop Date, provided, however, that nothing in this Agreement shall require, or be construed to require, the Purchaser to:

4.4.1 sell, transfer or otherwise dispose of (i) any Assets of the Purchaser or any of its Affiliates, or (ii) any Assets of any Group Company; or

4.4.2 agree to any other commitment, undertaking, modification, obligation, remedy, sanction or measure proposed by any Competition Authority, Regulatory Authority or Governmental Authority in connection with the transactions contemplated by this Agreement or any other Transaction Document; or

4.4.3 agree, undertake or commit to do any of the foregoing.

Notwithstanding the foregoing, with respect to Clauses 4.4.1 through 4.4.3, the Purchaser shall be required to sell, transfer or dispose of any Assets or agree to any remedy, sanction, commitment, undertaking, modification, obligation or measure having a similar effect to a sale, transfer or disposal with respect to any Assets, or agree to any of the foregoing (collectively, a "Commitment") (whether such Commitment relates to a Group Company, the Purchaser or any of its Affiliates, and whether such Commitment relates to a Product Registration, any application filed for a Product Registration, rights to a pharmaceutical product under development, services provided to a third party in respect of any pharmaceutical product or otherwise) that in any case would not reasonably be expected to materially and adversely affect the expected benefit of the transactions contemplated hereby to the Purchaser or its Affiliates (including the Group Companies after the Completion Date). For this purpose, a Commitment shall be deemed to materially and adversely affect the expected benefit of the transactions contemplated thereby if it imposes directly or indirectly an obligation to sell, transfer, dispose or agree to any remedy, sanction, commitment, undertaking, modification, obligation or measure having a similar effect to a sale, transfer or disposal in respect of any Assets (whether such Assets are of a Group Company, the Purchaser or any of its Affiliates, and whether such Assets are or relate to a Product Registration, any application filed for a Product Registration, rights to a pharmaceutical product under development, services provided to a third party in respect of any pharmaceutical product or otherwise) generating, in the aggregate, ***.

4.5 Each of the Seller and the Purchaser shall keep the other reasonably informed in writing of its progress in satisfying the Conditions, including the provision of documentary evidence to the reasonable satisfaction of the other, and each of the Seller and the Purchaser shall promptly answer all reasonable enquiries of the other in this regard.

4.6 If at any time the Seller or the Purchaser becomes aware of a fact or circumstance that will or is reasonably likely to prevent a Condition being satisfied, it shall promptly inform the other and the Parties shall co-operate to ensure the Condition is satisfied so far as it is capable of satisfaction.

Submission of applications to the Competition Authorities

4.7 The Purchaser and the Seller each agree to make any required filings under the HSR Act and the Purchaser has filed a notification before the Competition Commission of India under the Competition Act, 2002.

4.8 The Purchaser will be primarily responsible for preparing the clearance applications or filings contemplated or required to be made jointly to obtain such competition approvals or clearances, or to answer any requests from any non-U.S. agency, entity or other government authority

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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responsible for the enforcement of applicable antitrust, competition or merger control laws in the jurisdiction (together with the U.S. Federal Trade Commission and the U.S. Department of Justice, Antitrust Division, herein referred to as the relevant "Competition Authorities").

4.9 To the extent permitted by Applicable Law and subject to appropriate protections to confidential information and any privilege applicable to the Purchaser or the Seller, each Party undertakes that it will:

4.9.1 not submit, send, make or disclose any material notification, application, submission, communication or written information to a Competition Authority in relation to the subject matter of this Agreement or any other Transaction Document, either pre-or post-notification, without first:

(A) promptly providing the other Party with a copy of:

(1) a draft of such material notification, application, submission, communication or written information; and

(2) a notification as to the substance of any related proposed oral communications regarding material substantive matters with the relevant Competition Authority;

(B) giving the other Party an opportunity, reasonably in advance of filing to discuss such draft notification, application, submission, communication or written information before it is submitted, sent, made or disclosed to the relevant Competition Authority; and

(C) taking into account any reasonable comments provided by the other Party;

4.9.2 promptly notify the other Party of all substantive requests and enquiries from the relevant Competition Authority and those requests shall be dealt with by the Purchaser and the Seller jointly, as applicable;

4.9.3 promptly provide the other Party with copies of all substantive correspondence received by it from, or sent by it to, a relevant Competition Authority;

4.9.4 engage in reasonable consultation with the other Party, in preparing for all meetings with the relevant Competition Authority in relation to the Transaction and offer the other Party the opportunity to attend all such meetings (where permitted by the relevant Competition Authority);

4.9.5 to the extent permitted by Applicable Law, provide the other Party with reasonable access to information relating to the Competition Approvals; and

4.9.6 keep the other Party promptly informed of progress of the applications for Competition Approvals.

Notification of Satisfaction or Waiver of Conditions

4.10 The Purchaser and the Seller shall notify the other (as applicable) of the satisfaction or waiver of each of the Conditions as soon as possible after such Condition has been satisfied or waived and in any event within two (2) Business Days of such satisfaction.

Extension of Longstop Date

4.11 If the Conditions have not been satisfied or waived on the day immediately before the expiry of the Initial Longstop Date and:

4.11.1 the Condition set forth in paragraph 1 of Schedule 2 is not satisfied and the legal prohibition giving rise to such non-satisfaction shall not have become final and non-appealable, then the Longstop Date shall be extended to the earlier of:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(A) a period of a further ninety (90) calendar days; and

(B) the date that is ten (10) Business Days after the Condition set forth in paragraph 1 of Schedule 2 has been satisfied or waived,

4.11.2 any other Condition has not been satisfied or waived, the Purchaser may elect at its sole discretion by notice in writing to the Seller to extend the Initial Longstop Date by a period of up to a further ninety (90) calendar days following the Initial Longstop Date.

5. CONDUCT OF BUSINESS BEFORE COMPLETION

Compliance

5.1 Compliance with the obligations in this Clause 5 is subject to Applicable Law.

Ordinary Course of Business

5.2 Subject to Clause 5.5 and Clause 5.6, or as otherwise agreed by the Purchaser in writing, pending Completion the Seller shall, and the Seller shall procure that each Group Company shall, continue to carry on the Agila Business in accordance with the Business Plan in all material respects and, where not inconsistent with the Business Plan, in accordance with the Ordinary Course of Business. The Seller shall carry on, and the Seller shall cause each Group Company to carry on, the Agila Business in material compliance with Applicable Laws and use its reasonable endeavours to procure that each Group Company shall use reasonable endeavours to preserve and protect its present relationships with customers, suppliers, distributors, employees, regulators, Governmental Authorities and other Persons with which the Seller has material business relations in connection with the Agila Business, in each case, as long as it is commercially reasonable to do so.

5.3 Pending Completion, the Seller shall:

5.3.1 without limiting the requirements set out in Clause 8.2, use reasonable endeavours to prepare and present separate financial information for the Agila Business, including issuing separate purchase orders and using separate ledgers and use reasonable endeavours to separate bank accounts with respect to the Agila Business;

5.3.2 ensure that each Group Company maintains its capital expenditure program and spending substantially in accordance with the Approved Capital Expenditure Budget and shall ensure that no Group Company shall fail to make, make or agree to make, capital commitments or expenditure deviating in any material respect from such budget (regardless of ultimate financial responsibility) without the prior written consent of the Purchaser; and

5.3.3 subject to Applicable Law, promptly notify the Purchaser of any material Proceedings commenced, pending or threatened in writing against the Seller or any Group Company which relate to the Agila Business, this Agreement, any other Transaction Document or any of the transactions contemplated hereby.

Access

5.4 Pending Completion, the Seller shall procure that, upon the Purchaser giving reasonable notice to the Seller, and subject to such confidentiality and other restrictions as the Seller may reasonably require, the Purchaser is given such access as it may reasonably require during normal business hours to the Senior Employees and all the premises and facilities owned, leased or occupied by the Group Companies, including the Real Properties, and to all the books and records, documents, information, data, financial affairs (including the statutory books, minute books, contracts, customer lists, supplier lists and leases) and information data and configurations relating to Software and Information Technology Systems (including for any Group Company, the source code in order to operate Information Technology Systems and Software custom developed or enhanced by the

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Seller or its Affiliates) of the Group, including the right to take copies of the same at the Purchaser's expense. Without limiting the foregoing, the Purchaser shall have the right to undertake a Phase I environmental investigation at any of the Real Properties, provided, that the Purchaser completes the site visits for such investigation within forty-five (45) calendar days after the execution of this Agreement; provided further, that subject to the prior written consent of the Seller, the Purchaser may also conduct a Phase II investigation (not subject to the 45-day period for the Phase I site visit) that includes the sampling of environmental media for contamination or building materials for the presence of asbestos-containing materials or building materials or lead, or potable water for the presence of lead or other contaminants.

Schedule

5.5 The Seller agrees to comply with the provisions set out in Schedule 3.

Exceptions

5.6 Pending Completion and notwithstanding any provisions of this Clause 5 and Schedule 3, the Seller may take, or procure the taking by any Group Company of, those actions required in connection with the Restructuring Steps or expressly required or expressly permitted by any of the Transaction Documents.

Pre-Completion Obligations

5.7 In addition and without prejudice to the Competition Approvals and the Novations, the Seller and the Purchaser shall each use its reasonable endeavours to obtain any approvals, consents or waivers of termination rights from any relevant authorities, lessors, lenders and other contracting parties required under Applicable Law or otherwise in connection with Completion.

No Alternative Transactions

5.8 The Seller and the Promoters covenant that, from the date of this Agreement until the Completion Date (or, if earlier, the date on which the Agreement is terminated), they shall not, and they shall ensure that the Seller Group Companies and the Group Companies and their respective representatives shall not, request, solicit, discuss, evaluate, negotiate or accept (whether directly or indirectly) any proposal or offer (whether formal or otherwise) from any Person other than the Purchaser in relation to any negotiations for a competing transaction involving the disposal of any equity interest in any Group Company or the disposal of all or a material part of the Agila Business.

Related Party Transactions

5.9 At least twenty (20) Business Days before Completion, but no earlier than twenty five (25) Business Days before Completion, the Seller shall provide the Purchaser with written details of all Related Party Transactions, including all Related Party Loans, as in effect on the date of this Agreement and as in effect on the date of such written notice (the "RPT Notice"). The Seller shall not, and shall procure that no Group Company shall, after the date of the RPT Notice, enter into any Related Party Transactions. No later than ten (10) Business Days before Completion, the Purchaser shall confirm in writing to the Seller, which (if any) of the Related Party Transactions notified to it by the Seller shall be settled or terminated on or prior to Completion (the "Terminating RPTs"). Upon receipt of such written notice, the Seller shall use its reasonable endeavours, at no expense or liability to any Group Company unless the Purchaser gives it prior written consent, to take such steps as are necessary to settle and terminate those Related Party Transactions specified in the RPT Notice, as soon as practicable thereafter and in any event prior to the Completion Date.

Entry into Ancillary Agreements

5.10 Prior to Completion each of the Seller and the Purchaser shall negotiate in good faith to agree upon the terms and conditions of:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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5.10.1 the Brand License Agreement, which shall be entered into at or prior to Completion consistent with the terms set forth in the Brand License Agreement Term Sheet;

5.10.2 the Senior Manager Escrow Agreement, which shall be entered into at or prior to Completion consistent with the terms set forth in the Senior Manager Escrow Agreement Term Sheet;

5.10.3 the R&D Facility Agreement, which shall be entered into on or prior to Completion consistent with the terms set forth in the R&D Facility Agreement Term Sheet; and

5.10.4 within forty-five (45) Business Days of the date of this Agreement, the form of Senior Management Contracts.

Tender Notifications

5.11 From the date of this Agreement, the Seller shall update the Purchaser on a monthly basis (to a similar standard as provided to relevant Group management prior to the date of this Agreement) of Tenders which have been awarded to the Group between the date of this Agreement and the Completion Date.

Completion of Restructuring

5.12 The Seller shall use its reasonable endeavours to complete the Restructuring Steps as soon as practicable following the date of this Agreement and in any event prior to Completion. The Seller shall use its reasonable endeavours to transfer the licenses and permits relating to the Agila Business received from Governmental Authorities in India but in the name of the Seller or any Seller Group entity or third party to the name of the Company and/ or its Subsidiary, as may be relevant.

Other Actions

5.13 The Parties will discuss in good faith the matters set forth in Appendix 14.

6. COMPLETION

Completion Date

6.1 Subject to the final sentence of this Clause 6.1, Completion shall take place at the offices of the Purchaser's Solicitors at Four Times Square, New York, New York 10036 on such day as the Purchaser and Seller may agree in writing, being no earlier than the 2nd Business Day and no later than the 10th Business Day following the satisfaction or (if capable of waiver) waiver of all the Positive Conditions, provided that, immediately prior to Completion, the Negative Conditions are satisfied or have been waived, or at such other place or time as the Seller and Purchaser shall agree in writing. ***

Seller's Obligations

6.2 At Completion, the Seller shall observe and perform all of the provisions of Part 1 of Schedule 5.

Purchaser's Obligations

6.3 At Completion, the Purchaser shall observe and perform all of the provisions of Part 2 of Schedule 5.

Equitable Relief

6.4 Without prejudice to any other rights or remedies that the Parties may have, the Parties acknowledge and agree that monetary damages alone may not be an adequate remedy for a breach of a provision of this Agreement and that the Parties may seek (as they see fit) remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of this Agreement, entirely without prejudice to the rights of the Parties to make

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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whatever arguments they consider appropriate as to why such remedies sought by the other party are inappropriate.

Limited Right to Terminate

6.5 Subject to Clause 6.6, neither the Purchaser nor the Seller shall have any right (including any right under common law or any right in respect of claims arising under or in connection with this Agreement, other than in the case of fraud or fraudulent misrepresentation) to rescind or terminate or fail to perform this Agreement and shall not be entitled to treat the Seller or the Purchaser, as applicable, as having repudiated this Agreement.

6.6 Notwithstanding Clause 6.5, this Agreement may be terminated:

6.6.1 by the Purchaser, by written notice to the other Parties, if:

(A) provided the Purchaser is not then in material breach of any of the Purchaser Warranties, or any of its undertakings, covenants or agreements contained in this Agreement, there has been a breach of any of the Fundamental Seller Warranties, and which breach if capable of being cured has not been cured within *** of discovery of the breach;

(B) the Seller is declared insolvent, or has filed any petition to initiate bankruptcy Proceedings, winding up Proceedings, suspension of payments, a creditor's arrangement or any other similar insolvency Proceedings; or

(C) a Material Adverse Effect has occurred which is incapable of remedy or, if reasonably capable of remedy, has not been remedied *** of the occurrence of the Material Adverse Effect.

6.6.2 by the Seller, by written notice to the other Parties, if:

(A) provided the Seller is not then in material breach of any of the Seller Warranties, or any of its undertakings, covenants or agreements contained in this Agreement, there has been a breach of any of the Purchaser Warranties, and which breach if capable of being cured has not been cured or cannot be cured prior to the Longstop Date; or

(B) the Purchaser is declared insolvent, or has filed any petition to initiate bankruptcy Proceedings, winding up Proceedings, suspension of payments, a creditor's arrangement or any other similar insolvency Proceedings.

6.6.3 if, subject to Clause 4.11, one or more of the Conditions becomes incapable of satisfaction on or before the Longstop Date or, if it is a Condition which can be waived by a Party who has the benefit of such Condition (and for this purpose, the Parties acknowledge that the Seller has the benefit of the Conditions in paragraphs 1, 3, 4, 5 and 6 of Schedule 2 and the Purchaser has the benefit of the Conditions in paragraphs 1, 2, 3, 4, 5 and 6 of Schedule 2), has not been waived by written notice to the other Parties within ten (10) Business Days of such Condition becoming incapable of satisfaction,

and the provisions of Clause 15 (Surviving Provisions) shall apply.

7. WAIVERS AND AMENDMENTS OF CONTRACTS

Waiver and Amendment of Contracts

7.1 Following the execution hereof, and in any event within *** hereof, the Seller and the Purchaser shall jointly notify the Transaction to the counterparties to the agreements set forth in Appendix 8. Prior to Completion, unless otherwise directed by the Purchaser, the Seller and the Purchaser shall use *** to enter into direct joint negotiations with such counterparties (as applicable) regarding

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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the amendment or waiver of the provisions set forth in Appendix 8 in a manner and on terms and conditions reasonably satisfactory to the Purchaser. ***

Termination of Contracts

7.2 The Seller shall take *** to terminate the Third Party Terminating Contracts at or prior to Completion.

8. GROUP FINANCING; DELIVERY OF FINANCIAL STATEMENTS; PURCHASER FINANCING

Payoff Letters and Payoff Amount

8.1 No later than five (5) Business Days prior to the Completion Date, the Seller shall deliver to the Purchaser the Payoff Letter, which shall specify the Payoff Amount and the name(s) of and details of the bank account(s) of the lender(s) of the Bank Debt (the "Existing Lenders") into which the Payoff Amount shall be transferred at Completion.

Pursuant to Clause 3.2.2, at Completion, the Purchaser shall transfer an amount in US Dollars or INR in cleared funds equal to the Payoff Amount to the account(s) of the Existing Lenders specified in the Payoff Letter. Upon the transfer of the Payoff Amount to such accounts, and receipt of a written confirmation from the Existing Lenders that the Payoff Amount has been duly received in the relevant account(s) any Encumbrances over the assets of any Group Companies securing the Bank Debt and held by the Existing Lenders or any agents or trustees on their behalf shall be automatically released, and no Group Company or the Seller shall have any further liability in respect thereof.

Delivery of Financial Statements

8.2 Between the date hereof and the Completion Date, the Seller shall, provide to the Purchaser copies of unaudited financial information, namely: (i) quarterly financial statements of the Specialty Entities in the form of the PCFS accompanied by the Deloitte Review Report as soon as available (and in any event within *** calendar days after the end of such three-month period) and (ii) monthly financial statements of the Group in the form substantially consistent with that made available to the Group's management, as soon as available (and in any event within *** calendar days after the end of such month), beginning with the month ended the date hereof, which in all cases shall be prepared in accordance with Indian GAAP.

8.3 The Final Individual Accounts shall be provided by the Seller to the Purchaser as soon as practicable following the date of this Agreement and in any event no later than *** calendar days after the date of this Agreement.

8.4 The Final Limited Review Accounts shall be provided by the Seller to the Purchaser as soon as practicable following the date of this Agreement and in any event no later than *** calendar days after the date of this Agreement.

Cooperation with Purchaser

8.5 Subject to Clauses 8.6 and 8.7, the Seller shall (and each Group Company shall) provide to the Purchaser, such cooperation as may be reasonably requested by the Purchaser in order to provide reasonable assistance with the raising of any financing necessary for the Purchaser to consummate the sale and purchase of the Shares pursuant to this Agreement (the "Financing") and co-operation for the other activities listed below, by (i) using its reasonable endeavours to facilitate the provision by Representatives of the Seller (and each Group Company) of financial or related information regarding the Group Companies reasonably requested by the Purchaser in connection with the Financing; (ii) providing such additional information as may reasonably be required by the Purchaser in connection with the Financing; (iii) using reasonable endeavours, at the Purchaser's cost, to have its auditors provide assistance in connection with the Financing including requesting its auditors to provide reasonable co-operation in connection with the Financing and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

13

to provide customary comfort letters; (iv) using best endeavours, at the Purchaser's cost, to have prepared the US GAAP Audit; and (v) using best endeavours, at the Purchaser's cost, to facilitate the preparation of any separate US GAAP audits of the combined or consolidated Group, which the Purchaser reasonably concludes are necessary for Securities and Exchange Commission or other regulatory filing purposes. Any failure of the Seller to comply with this Clause 8.5 shall be without prejudice to the obligations of the Purchaser under this Agreement, including (but not limited to) Clause 3.2 (Payments at Completion). All information provided pursuant to this Clause 8.5 shall be subject to the provisions of Clause 16.2 (Confidentiality).

8.6 Nothing contained in Clause 8.5 shall require any cooperation to the extent that such cooperation would interfere unreasonably with the business or operations of the Seller or the Group Companies and no Group Companies nor any of their Representatives shall be required to issue or take responsibility or liability for any part of any offering or information document.

8.7 Neither the Seller nor any of the Group Companies shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment in connection with the Financing or any of the foregoing prior to Completion. The Purchaser shall, promptly upon request by the Seller or any of the Group Companies, reimburse the Seller or the Group Companies for all reasonable out-of-pocket costs incurred by the Seller or the Group Companies in connection with this Clause 8 and indemnify and hold harmless the Seller and the Group Companies and their respective Representatives from and against any and all costs or expenses (including reasonable out-of-pocket attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the compliance by the Seller and the Group Companies with Clause 8.5, the arrangement of the Financing and any information utilized in connection therewith. The Purchaser shall, promptly upon request by the Seller or the Group Companies, reimburse the Seller or the Group Companies for all reasonable out-of-pocket costs incurred by the Seller or the Group Companies in connection with Clause 8.5.

9. POST-COMPLETION OBLIGATIONS

Obligations of the Purchaser

9.1 The Purchaser undertakes to the Seller to give effect to the matters in Part 1 of Schedule 7.

Obligations of the Seller

9.2 The Seller undertakes to the Purchaser to give effect to the matters set out in Part 2 of Schedule 7.

Contracts

9.3 The provisions of Part 3 of Schedule 7 shall apply in relation to the Transferring Contracts.

10. SELLER AND PROMOTER WARRANTIES

Seller Warranties

10.1 The Seller warrants to the Purchaser in the terms of the Seller Warranties on the date of this Agreement.

10.2 The Seller Warranties shall be deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing as if references in the Seller Warranties to the date of this Agreement were references to the date of Completion except to the extent any such warranty expressly speaks as at an earlier date. Absent fraud or fraudulent misrepresentation, the sole remedy for a breach of Seller Warranty repeated at Completion is set out in Clause 10.10.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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10.3 Each Seller Warranty shall be separate and independent and, save as expressly provided otherwise, no Seller Warranty shall be limited by reference to any other Seller Warranty or by any provision of this Agreement or any other Transaction Document (other than the provisions of this Clause 10 (Seller and Promoter Warranties), Clause 11 (Limitations on Liability) and the Disclosure Letter).

Promoter Warranties

10.4 Each Promoter warrants to the Purchaser in the terms of the Promoter Warranties on the date of this Agreement.

10.5 The Promoter Warranties shall be deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing as if references in the Promoter Warranties to the date of this Agreement were references to the date of Completion except to the extent any such warranty expressly speaks as at an earlier date. Absent fraud or fraudulent misrepresentation, the sole remedy for a breach of Promoter Warranty repeated at Completion is set out in Clause 10.10.1.

10.6 Each Promoter Warranty shall be separate and independent and, save as expressly provided otherwise, no Promoter Warranty shall be limited by reference to any other Promoter Warranty or by any provision of this Agreement or any other Transaction Document (other than the provisions of this Clause 10.6 (Promoter Warranties), Clause 11 (Limitations on Liability) and the Disclosure Letter).

Promoter Undertakings

10.7 Each Promoter undertakes to notify the Purchaser in writing promptly if such Promoter becomes aware of any matter, fact or circumstance which is or could reasonably be expected to be in breach of the Promoter Warranties.

10.8 Each Promoter undertakes that it/he:

10.8.1 will not take steps or actions that would prevent the consummation of the transactions contemplated by this Agreement;

10.8.2 upon a written request of the Purchaser, will use reasonable endeavour to procure that Mr. K R Ravishankar (who is as of on the date of this Agreement unwell) will execute the Restrictive Covenant Agreement and delivers the same to the Purchaser;

10.8.3 is the legal and beneficial owner of all rights, including voting rights, attaching to the shares in the Seller as set out against its/his name in the last updated filings made with the Bombay Stock Exchange and shall exercise all such rights, and take all necessary actions, to approve, the Transaction.

Breach of Seller Warranties or Promoter Warranties immediately before Completion

10.9 The Purchaser shall not be entitled to claim that any event, fact, matter or circumstance causes any of the Seller Warranties repeated immediately before Completion (other than the Fundamental Seller Warranties) in accordance with Clause 10.2 to be breached if (i) it has been fairly disclosed in the Completion Disclosure Letter (provided that any fact, event, matter or circumstance in respect of which a disclosure has been made in the Completion Disclosure Letter has occurred since the date of this Agreement and was not a result of direct or indirect action or inaction by the Seller or any Group Company which resulted in a breach of any covenant or undertaking in this Agreement) or (ii) it has been fairly disclosed ***

10.10 If any breach of a Seller Warranty or a Promoter Warranty repeated pursuant to Clause 10.2 or Clause 10.5 as applicable, constitutes a Material Adverse Effect, the Purchaser may elect either to:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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10.10.1 terminate this Agreement and such other Transaction Document as might have been executed (and in such circumstances shall have no claim for breach of such repeated warranty) by written notice to the other Parties; or

10.10.2 proceed to Completion notwithstanding such breach and in the event the Purchaser proceeds to Completion the Purchaser shall have the right, subject to Clauses 10.9 and Clause 11 (Limitations on Liability), to claim for such breach except (i) in circumstances ***.

10.11 ***

Seller's Knowledge

10.12 Where any of the Seller Warranties are qualified by the expression "so far as the Seller is aware" or any similar expression, that Seller Warranty shall be deemed to include an additional statement that for this purpose it has been made after the Seller has made due and careful enquiries of those persons whose names are set out in Appendix 10.

No Claims against the Group

10.13 Save in cases of fraud or fraudulent misrepresentation, the Seller and the Promoters agree and undertake to the Purchaser (for the Purchaser itself and as agent for each of its Affiliates and each other individual or entity referred to in this Clause 10.13) that it has no rights or claims against and shall not make any claim against the Purchaser or any of its Affiliates, any Group Company or against any Person who is a present or former director, officer or employee of any of the foregoing in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by any Group Company or any such director, officer of employee in connection with the giving of any warranty or undertaking in this Agreement, the Tax Deed or any other Transaction Document or on whom the Seller or the Promoters may have relied before agreeing to any term of or entering into any Transaction Document or authorising any statement in the Disclosure Letter (including in respect of any information or documentation supplied or omitted to be supplied by such Person in connection therewith).

10.14 The only warranties given in respect of Tax are the Tax Warranties, and none of the other Seller Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of Tax and the Purchaser acknowledges and agrees that the Seller makes no other warranty as to Tax.

11. LIMITATIONS ON LIABILITY

11.1 The Seller's and the Promoters liability for claims under the Transaction Documents shall be limited or excluded, as the case may be, as set out in Schedule 9.

11.2 The provisions of Schedule 9 apply notwithstanding any other provision of this Agreement to the contrary and shall not cease to have effect as a consequence of any termination of any other provisions of this Agreement.

11.3 The limitations on the liability of the Seller and the Promoters set out in Schedule 9 shall not apply in relation to the extent that the relevant claim is in respect of fraud or fraudulent misrepresentation of the Seller.

12. PURCHASER WARRANTIES AND UNDERTAKINGS

Purchaser Warranties

12.1 The Purchaser warrants to the Seller in the terms of the Purchaser Warranties on the date of this Agreement.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Preservation of Information

12.2 The Purchaser undertakes to the Seller that it shall, and shall procure that its Affiliates shall preserve all books, records and documents of or relating to the Group existing at Completion to the extent that such books, records and documents relate to the Agila Business and to the period up to Completion, in accordance with the Purchaser's document retention policies but in any event for applicable statutory limitation periods. Subject to the provisions of Clauses 16.2 to 16.4 (each inclusive), the Purchaser shall permit and allow and shall procure that its Affiliates shall permit and allow, upon receipt of a reasonable request made by or on behalf of the Seller's Group on reasonable advance notice and during normal business hours, the employees, agents and professional advisers of the Seller (at the Seller's cost) reasonable access to such books, records and documents and to inspect and make copies of them; provided; that such access does not (i) unreasonably disrupt the normal operations of the Agila Business; (ii) result in the waiver of any attorney- client privilege or the disclosure of any trade secrets; or (iii) violate any Applicable Law or breach the terms of any applicable contract in a manner that is not insignificant.

Return of Seller Information

12.3 If this Agreement terminates in accordance with its terms, the Purchaser undertakes to the Seller that, upon written request by the Seller, the Purchaser shall at its discretion promptly either destroy or deliver to the Seller, or procure the destruction or delivery to the Seller of, all accounts, records, documents and papers of or relating to any Seller Group Company or any Group Company which have been made available to it in connection with the Transaction (together, "Seller Information"). Such obligation shall not apply to any computer records or files that have been created pursuant to the automatic archiving and back-up procedures of the Purchaser or any of its Affiliates, the deletion or removal of which is not technically reasonable or prohibited by the policies of the Purchaser or any of its Affiliates provided that such computer records or files are kept confidential in accordance with the terms of this Agreement. Neither the Purchaser nor any of its Affiliates shall be required to destroy or deliver to the Seller any reports, notes or other material prepared by or on behalf of the Purchaser or any of its Affiliates which incorporate or derive from any Seller Information, provided that such reports, notes or other material are kept confidential in accordance with the relevant terms of this Agreement.

D&O Insurance

12.4 Prior to Completion, the Purchaser shall use its commercially reasonable endeavours to obtain and fully pay for a single premium "tail" policy, with a claims period of *** from the Completion Date, on the current directors' and officers' liability insurance policies maintained by the Company covering acts or omissions occurring at or prior to the Completion Date with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policies on terms and scope with respect to such coverage, and in amounts, not less favourable to such individuals than those of such policies in effect on the date hereof, ***

Provision of Information to Insurers

12.5 Subject to the following provisions of this Clause and to the provisions of Clauses 16.2 to 16.4 (each inclusive), if at any time after the Completion Date, the Seller wishes to insure against its liabilities in respect of any Claims and/ or Tax Deed Claims, the Purchaser shall, and shall procure that each Group Company shall, provide such information in relation to this Agreement and the Group Companies as a prospective insurer and/or insurance broker may reasonably require before effecting the insurance. The Seller shall bear the reasonable costs of the provision of such information. The Purchaser and each Group Company are under no obligation to provide such information if the insurer and/or insurance broker have failed to undertake in writing to keep such information confidential to the reasonable satisfaction of the Purchaser or the relevant Group Company or the disclosure of such information is prohibited by Applicable Law.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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13. PROTECTION OF PURCHASER'S INTERESTS

Definitions

13.1 In this Clause 13:

13.1.1 "Competing Business" means developing, manufacturing, distributing, marketing or selling any injectable, parenteral, ophthalmic or oncology pharmaceutical products for human use in any country in which the Agila Business is conducted.

13.1.2 "Recognised Stock Exchange" has the meaning given to it in section 1137 of the CTA 2010 and shall include each of the Bombay Stock Exchange and the National Stock Exchange of India.

Competition, Customers, Employees and Confidentiality

13.2 Subject to Clause 13.7, each of the Promoters and the Seller covenants with the Purchaser that from Completion:

13.2.1 until the expiration of *** from Completion, no member of the Seller's Group nor any of the Promoters shall (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged, concerned or interested economically or otherwise in any manner in a Competing Business save that the Promoters (severally) and the Seller's Group may purchase or hold purely for financial investment purposes:

(A) up to *** of the securities (or any class of securities) of any company whose securities are quoted or dealt on a Recognised Stock Exchange, provided that they do not grant, directly or indirectly, management functions or any material influence in that company; and

(B) up to *** of the securities (or any class of securities) of a company whose securities are not so quoted or dealt, provided that they do not grant, directly or indirectly, management functions or any material influence in that company; and

13.2.2 until the expiration of *** from Completion, no member of the Seller's Group nor any of the Promoters shall (whether alone or jointly with another and whether directly or indirectly) solicit from any Group Company any Person who is or was at any time during the prior *** period a Senior Employee with a view to inducing that Person to leave such employment or engagement with any Group Company or solicit or offer to employ any Person employed by the Purchaser or any of its Affiliates. Nothing in this Clause 13 is intended to restrict the ability of either of the Promoters or any member of the Seller's Group from:

(A) soliciting or employing any Senior Employee whose employment was terminated more than *** prior to such date or has ceased to be employed by any member of the Group for at least ***; or

(B) publishing and hiring through general advertisements or solicitation not specifically targeted to such Senior Employee.

13.3 For the purposes of Clause 13.2.1(A) and 13.2.1(B), any transactions undertaken by members of the Seller's Group shall be aggregated and treated as undertaken by a single member.

13.4 The Purchaser covenants with the Seller that until the Completion Date (or, if Completion does not take place in accordance with this Agreement, until *** of the Longstop Date) neither the Purchaser, nor any of its Affiliates, shall solicit from any Group Company any Person who is a Senior Employee with a view to inducing that Person to leave such employment or engagement

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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with any Group Company. Nothing in this Clause 13 is intended to restrict the ability of the Purchaser, nor any of its Affiliates, from:

13.4.1 soliciting or employing any Senior Employee whose employment was terminated *** prior to such date or has ceased to be employed by any member of the Group, the Agila Group or any member of the Seller's Group for ***; or

13.4.2 publishing and hiring through general advertisements or solicitation not specifically targeted to such Senior Employee.

Benefit of Restrictions

13.5 The restrictions entered into by:

13.5.1 the Seller and each Promoter in Clause 13.2 are given to the Purchaser for itself and to its Affiliates and for each Group Company. The Seller and each Promoter agrees that any Group Company shall be able to enforce this provision against the Seller for the purposes of Clause 16.9 ; and

13.5.2 the Purchaser in Clause 13.4 are given to the Seller for itself and for each Seller Group Company. The Purchaser agrees that any Seller Group Company shall be able to enforce this provision against the Purchaser for the purposes of Clause 16.9.

13.6 The Seller and each Promoter hereby acknowledges that each restriction entered into by the Seller and each Promoter is an entirely independent restriction and is no greater than is reasonably necessary to protect the interests of the Purchaser and its Affiliates and does not bear harshly upon it. If any restriction entered by the Seller, each Promoter or the Purchaser shall be held void or unenforceable for any reason whatsoever but would be valid if deleted in part or reduced in its scope or application, then that restriction shall apply with such modifications as may be necessary to make it valid, effective and enforceable.

Exceptions

13.7 Notwithstanding Clause 13.2.1, the Promoters and members of the Seller's Group *** (as applicable) may undertake the following:

13.7.1 ***

13.7.2 ***

13.7.3 ***

13.7.4 ***

13.7.5 ***

13.7.6 ***

13.7.7 ***

13.7.8 ***

13.7.9 ***

13.8 Following Completion, and for a period of *** from the Completion Date, save as permitted by Clause 13.2.1, the Promoters shall be prohibited from acquiring any interest in, partnering with, forming a joint venture with, merging or combining with (a "Combination Transaction") a business which is a Competing Business. However, either of the Promoters may enter into a Combination Transaction with a Person where a Competing Business contributes *** (the "Competing Division"). In such case, the relevant Promoter must ensure that the Competing Division is disposed of as soon as practicable and in any event within *** from the date the relevant interest

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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was acquired. The Purchaser agrees that, provided the Promoter complies with this provision, it will not be deemed to be in breach of Clause 13.2 in connection with the acquisition of such interest.

14. SELLER INDEMNITIES

14.1 Subject to Clause 14.2, from and after the Completion Date, the Seller shall indemnify, defend and hold harmless on an after-Tax basis the Purchaser and each of its respective officers, directors, employees, agents and Affiliates (including the Group Companies) (the "Purchaser Indemnitees"), from and against all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including the settlement of claims, reasonable attorneys', consultant and expert fees, the cost of investigation) which arise or result from or relate, directly or indirectly, to:

14.1.1 Environmental Proceedings, Environmental Requirements or Prudent Environmental Actions relating to:

(A) the presence of any Dangerous Substance in the Environment:

(1) at, on, under, migrating from or migrating to any Real Property as of or prior to the Completion Date, or

(2) at, on, under, migrating from or migrating to any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or

(B) the discharge or emission of any Dangerous Substances in the Environment:

(1) at or from the Real Property as of or prior to the Completion Date, or

(2) from any property formerly owned or operated by the Seller or any Group Company in connection with the Agila Business during the period of said ownership or operation; or

(C) the transport or disposal of Dangerous Substances to or at any third-party location in connection with the operation of the Agila Business prior to the Completion Date; or

(D) the violation of any applicable Environmental Law by the Seller or by any Group Company in connection with the Agila Business or the operations at any Real Property as of or prior to the Completion Date,

Claims, judgments, damages, penalties, fines, costs, liabilities and losses arising from the foregoing shall be deemed to be "Environmental Losses". Without limiting the foregoing, any environmental contamination identified during a Phase I or Phase II environmental investigation conducted by the Purchaser after the execution of this Agreement and prior to the Completion Date shall be eligible for the indemnification set forth herein (subject to the terms and conditions of Clause 14.2 and Schedule 9);

14.1.2 Unpaid Company Restructuring Expenses;

14.1.3 Unpaid Company Transaction Expenses;

14.1.4 the Seller's failure to terminate the Terminating RPTs at Completion in accordance with Clause 5.9;

14.1.5 any business retained by the Seller (excluding commercial arrangements or disputes between the Purchaser Indemnitees or the Group Companies, on the one hand, and the Seller Group, on the other hand, other than pursuant to the Transaction Documents);

14.1.6 ***

14.1.7 ***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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14.1.8 ***

Environmental Losses

14.2 The Seller shall not be liable to the Purchaser for any Environmental Losses under Clause 14.1.1:

14.2.1 ***

14.2.2 ***

14.2.3 ***

14.2.4 ***

14.2.5 ***

14.2.6 ***

14.2.7 ***

14.2.8 ***

15. SURVIVING PROVISIONS

On termination of this Agreement, other than Clauses 1 (Interpretation), this Clause 15 (Surviving Provisions), 16 (Miscellaneous), 17 (Notices), 18 (Governing Law) and 19 (Arbitration), all provisions shall automatically terminate with immediate effect and each Party's rights and obligations other than those specified in the above mentioned Clauses shall cease immediately on termination. Such termination shall not affect the rights and obligations of the Promoters, the Seller or the Purchaser existing before termination.

16. MISCELLANEOUS

Announcements

16.1 Subject to the remaining provisions of this Clause 16.1, no Party shall release any announcement or, except as provided in this Agreement, despatch any announcement or circular, relating to this Agreement unless the form and content of such announcement or circular have been submitted to, and consented to in writing by, the other Parties (such consent not to be unreasonably withheld, conditioned or delayed). Nothing in this Clause 16.1 shall prohibit any Party from making any announcement or despatching any circular as required by law or the rules of any Recognised Stock Exchange, the Bombay Stock Exchange, the NASDAQ Stock Market or of the National Stock Exchange of India or any other stock exchange or regulatory authority or body in which case, the announcement shall only be released or the circular despatched after consultation with the other Parties and after taking into account the reasonable requests of the other Parties as to the content of such announcement or circular.

Confidentiality

16.2 Each Party undertakes to the others that, subject to Clause 16.3, unless the prior written consent of the other Parties shall first have been obtained it shall, and shall procure that its officers, employees, advisers and agents shall keep confidential and shall not by failure to exercise due care or otherwise by any act or omission disclose to any Person, or use or exploit commercially for its or their own purposes, any of the confidential information of the other Parties. For the purposes of this Clause 16.2, "confidential information" is the contents of this Agreement, a Transaction Document and any other agreement or arrangement contemplated by this Agreement and:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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16.2.1 information of whatever nature concerning the business, finances, assets, liabilities, dealings, transactions, intellectual property, know-how, customers, suppliers, processes or affairs of the other Parties, or any of their Affiliates from time to time; and

16.2.2 any information which is expressly indicated to be confidential in relation to the Party disclosing it (or in relation to any of its Affiliates from time to time);

which any Party may from time to time receive or obtain (verbally or in writing or in disk or electronic form) from any other Party as a result of negotiating, entering into, or performing its obligations pursuant to this Agreement and provided that such information concerning the Group in relation to the period before Completion shall not be confidential information of the Seller's Group following Completion but shall be confidential information of the Purchaser following Completion and, for the avoidance of doubt, such information concerning the Group in relation to the period after Completion shall be confidential information of the Purchaser.

16.3 The consent referred to in Clause 16.2 shall not be required for disclosure by a Party of any confidential information:

16.3.1 to its or its Affiliates' officers, employees, advisers and agents, in each case, as may be contemplated by this Agreement or, to the extent required to enable such Party to carry out its obligations under this Agreement and who shall in each case be made aware by such Party of its obligations under this Agreement and shall be required by such Party to observe the same restrictions on the use of the relevant information as are contained in Clause 16.2;

16.3.2 subject to Clause 16.4, to the extent required by Applicable Law or by the regulations of any stock exchange or regulatory authority or body to which such Party is or may become subject or pursuant to any order of court or other competent authority or tribunal;

16.3.3 to the extent that the relevant confidential information is in the public domain otherwise than by breach of this Agreement by any Party;

16.3.4 which is disclosed to such Party by a third party who is not in breach of any undertaking or duty as to confidentiality whether express or implied;

16.3.5 which that Party lawfully possessed prior to obtaining it from another;

16.3.6 to any professional advisers to the disclosing party who are bound to the disclosing party by a duty of confidence which applies to any information disclosed; or

16.3.7 to any other Party to this Agreement or pursuant to its terms.

16.4 If a Party becomes required, in circumstances contemplated by Clause 16.3.2, to disclose any information such Party shall (save to the extent prohibited by Applicable Law) give to the other Parties such notice as is reasonably practical in the circumstances of such disclosure and shall co-operate with the other Parties, having due regard to the other Parties' views, and to the extent legally permissible and reasonably practicable take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of any such disclosure.

No partnership

16.5 Nothing in the Agreement or in any document referred to in it shall constitute any of the Parties a partner of any other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.

Assignment

16.6 Subject to Clauses 16.7 through to 16.8 (each inclusive), this Agreement shall be legally binding on and inure for the benefit of the successors, assigns and personal representatives of the Parties,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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but no Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties.

16.7 The rights and obligations of the Purchaser pursuant to this Agreement or any other Transaction Document may be assigned and transferred by the Purchaser to a subsidiary of the Purchaser which is wholly or substantially owned, directly or indirectly, by the Purchaser (the "Assignee") and the Purchaser shall guarantee in the terms set out in Schedule 6 to the Seller the punctual discharge by the Assignee of its obligations of whatever nature under this Agreement or any other Transaction Documents to which it is a party (including any liabilities which the Assignee may incur in connection with this Agreement or such other Transaction Documents and promises to pay on demand any sum (together with any interest accrued thereon) which the Assignee is liable to pay under this Agreement or other Transaction Documents.

16.8 If at any time the Assignee ceases to be wholly or substantially owned, directly or indirectly, by the Purchaser then before it ceases to be an Assignee, the Purchaser and the Assignee shall each be under a duty to procure an assignment and transfer of the rights and obligations of the Assignee under this Agreement or any other Transaction Documents to which it is a party back to the Purchaser or another Assignee.

Third party rights

16.9 Save as otherwise expressly provided herein, no term of this Agreement is enforceable by a Person who is not a Party to this Agreement.

Entire agreement

16.10 Each of the Parties confirms on behalf of itself and its Affiliates that this Agreement and the Transaction Documents represent the entire understanding, and constitute the whole agreement, in relation to their subject matter and supersede and prevail over any previous agreements between the Parties with respect thereto and, without prejudice to the generality of the foregoing, exclude any warranty, condition or other undertaking implied at law or by custom, usage or course of dealing.

16.11 Each Party confirms on behalf of itself and its Affiliates that:

16.11.1 in entering into this Agreement it has not relied on any representation, warranty, collateral contract, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out in this Agreement; and

16.11.2 in any event, without prejudice to any liability for, or remedy in respect of, fraud, fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, collateral contract, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with this Agreement or any other Transaction Document are those pursuant to this Agreement or such Transaction Document, and for the avoidance of doubt and without limitation, no Party has any other right or remedy (whether by way of a claim for contribution or otherwise) in tort (including negligence) or for misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in this Agreement).

Unenforceable provisions

16.12 If any provision or part of this Agreement is void or unenforceable due to any Applicable Law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Effect of Completion

16.13 So far as it remains to be performed this Agreement shall continue in full force and effect after Completion. The rights and remedies of the Parties shall not be affected by Completion.

Waiver

16.14 The rights and remedies of the Parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other Party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of the Parties. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

Variation

16.15 No variation of this Agreement (or any of the documents referred to in it) shall be valid unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each of the Parties. The expression "variation" includes any amendment, variation, supplement, deletion or replacement however effected.

Counterparts

16.16 This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered shall be an original but all the counterparts together constitute one instrument.

No set-off, deduction or counterclaim

16.17 ***

Costs

16.18 The Parties shall pay their own costs in connection with the preparation and negotiation of this Agreement and any matter contemplated by it.

Language

16.19 This Agreement was negotiated in English and, to be valid, all certificates, notices, communications and other documents made in connection with it shall be in English. If all or any part of this Agreement or any such certificate, notice, communication or other document is for any reason translated into any language other than English the English text shall prevail. Each of the Parties understands English and is content for all communications relating to this Agreement to be served on it in English.

Time of the essence

16.20 Any date or period may be extended by mutual agreement between the Parties, but time shall be of the essence as regards any date or period originally fixed or any date or period extended pursuant to this Clause 16.20.

Timing of Execution

16.21 This Agreement shall be signed by way of separate counterparts first by the Seller and then by the Purchaser and shall be treated as executed only when the Purchaser signs its counterpart. Subject to clause 16.23 below, the Parties agree that this Agreement shall be dated as of the date in New York at the time the Purchaser signs its counterpart.

Further Assurances

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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16.22 Each of the Parties shall after Completion execute all such deeds and documents and do all such things as are required to perfect the transactions intended to be effected under, or pursuant to, this Agreement so as to give the Parties the full benefit of the provisions of this Agreement.

Amendment and Restatement

16.23 In consideration for accepting the rights and assuming the obligations ascribed to them under this Agreement, the Parties hereby agree that the Original Agreement shall be amended and restated in its entirety in the form set out in this Agreement. The Parties hereby agree that this Agreement is executed on 5 April 2013 but that for all purposes it shall have an effective date of 27 February 2013.

17. NOTICES

17.1 A notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it:

17.1.1 must be in writing;

17.1.2 must be left at or delivered by courier to the address of the addressee and marked for the attention of the Person so specified, or to such other address and/or marked for the attention of such other Person, as the relevant Party may from time to time specify by notice given in accordance with this Clause 17.

The relevant details of each Party at the date of this Agreement are:

Seller

Address: Corporate Office: Strides House, Bilekahalli, Bannerghatta Road, Bangalore – 560 076, India

Attention: Mr. Arun Kumar, Group CEO and Managing Director and Nasser Kabir, Senior Vice President Legal

With a copy to: Alan Montgomery, Robert Moore and James Sell at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG.

Purchaser

Address: 1500 Corporate Drive, Canonsburg, Pennsylvania 15317 U.S.A.

Attention: General Counsel

With a copy to: Mr. Eric Cochran and Ms. Marie Gibson at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York 10036-6522;

17.1.3 for the avoidance of doubt, notices sent by electronic mail (if sent) will not constitute valid service pursuant to this Clause 17.1.

17.2 In the absence of evidence of earlier receipt, any notice shall take effect from the time that it is deemed to be received in accordance with Clause 17.3.

17.3 Subject to Clause 17.4, a notice is deemed to be received:

17.3.1 in the case of a notice left at the address of the addressee, upon delivery at that address; and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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17.3.2 in the case of a couriered notice on the third day after delivery to the courier service provider.

17.4 A notice received or deemed to be received in accordance with Clause 17.3 on a day which is not a Business Day or after 5 p.m. on any Business Day according to local time in the place of receipt, shall be deemed to be received on the next following Business Day.

17.5 Each Party undertakes to notify all of the other Parties by notice served in accordance with this Clause 17 if the address specified herein is no longer an appropriate address for the service of notices.

18. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with Indian law.

19. ARBITRATION

19.1 Except to the extent any dispute must be submitted to an expert for determination under any other provision of this Agreement, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination (including any non-contractual dispute or claim) ("Dispute") shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration then in force, which rules (the "Rules") are deemed to be incorporated by reference in this Clause 19.

19.2 The number of arbitrators shall be three.

19.3 The language of the arbitration shall be English.

19.4 The claimant (or claimant parties jointly) shall nominate one arbitrator and the respondent (or respondent parties jointly) shall nominate one arbitrator, both within fifteen (15) calendar days after the expiry of the period during which parties can exercise their right to joinder prior to the constitution of the Arbitral Tribunal or intervention. If the claimant or claimant parties and/or the respondent or respondent parties fail to nominate an arbitrator by that deadline, then the parties to the arbitration shall have thirty (30) additional calendar days to agree on a panel of three arbitrators. If they cannot agree by that deadline, all three arbitrators shall be appointed by the LCIA Court in accordance with the Rules.

19.5 The seat of the arbitration shall be London, England. The Parties expressly agree that leave to appeal under Section 45 or Section 69 of the English Arbitration Act 1996 may not be sought with respect to any question of law arising in the course of the arbitration or with respect to any award made.

19.6 The law of the arbitration agreement (including as to its scope and validity) shall be English law.

19.7 The Parties agree that no Proceedings shall be brought in the courts of India under or in connection with this Agreement (including non-contractual claims), save for the purpose of enforcing an arbitral award. The Parties agree that Part I of the Indian Arbitration and Conciliation Act 1996 shall have no application to any arbitration under this Clause 19 or any such enforcement proceedings.

19.8 Subject to Clause 19.7 above, the Parties submit to the non-exclusive jurisdiction of the English Courts located in London, England (the "English Courts") to compel arbitration, for any action in aid of arbitration or for interim or provisional remedies in aid of arbitration and for the enforcement

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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of any arbitral award rendered hereunder. The Parties hereby unconditionally and irrevocably waive any right to stay or dismiss any such Proceeding brought before the English Courts on the basis of inappropriate or improper venue.

19.9 The Parties agree that the courts of England shall have exclusive jurisdiction with respect to any Proceedings to set aside an arbitral award. This shall not affect the right of any Party to bring Proceedings to enforce an arbitral award in any other court of competent jurisdiction.

Joinder

19.10 Each Party consents to be joined as a party to an arbitration commenced under a Related Agreement on the terms provided by this Clause 19. Each Party also consents to the joinder of any party to a Related Agreement to an arbitration commenced under this Agreement on the terms provided by this Clause 19.

19.11 Prior to the constitution of the Arbitral Tribunal in an Existing Dispute, any party to such Existing Dispute may effect joinder by serving notice on any party to this Agreement or a Related Agreement whom it seeks to join, provided that such notice is also sent to all other parties to the Existing Dispute and the LCIA Court within thirty (30) calendar days of service of the Request. The joined party will become a claimant or respondent party (as appropriate) to the Dispute and participate in the arbitrator appointment process in Clause 19.4 above.

19.12 After the constitution of the Tribunal in an Existing Dispute, any party to that Existing Dispute may apply to the Tribunal for a Joinder Order and promptly notify all parties to the Existing Dispute and the party it seeks to join of that application. On hearing such application, the Tribunal may, if it considers that (i) there are issues in the arbitration that would make it logical to join such third party, and (ii) no party would be unduly prejudiced as a result of such joinder through undue delay or otherwise, make a Joinder Order. Notice of such Joinder Order must be given to all parties to the Existing Dispute, the joined party and the Registrar.

19.13 Each Party agrees to be bound by any award made by the Arbitral Tribunal in an Existing Dispute to which it is joined.

19.14 Any joined party may make a counterclaim against any party, provided that:

19.14.1 such counterclaim is based upon a Dispute substantially related to the Dispute in the relevant Request for Arbitration; and

19.14.2 such counterclaim is made by written notice to the LCIA Court and to all other parties within either thirty (30) calendar days from the receipt by such Party of the relevant Request for Arbitration or such longer time as may be determined by the LCIA Court or the arbitrators.

19.15 In this Clause 19, "Related Agreement" shall mean the Transaction Documents.

19.16 In order to facilitate the comprehensive resolution of related Disputes, all claims between any of the parties to this Agreement that arise under or in connection with this Agreement and any Related Agreement(s) may be brought in a single arbitration. Each Party consents to the consolidation of an arbitration commenced under this Agreement with an arbitration commenced under a Related Agreement on the terms provided by this Clause 19.

19.17 Any party to both a First-filed Dispute and Later Dispute(s) may apply to the Arbitral Tribunal appointed in the First-filed Dispute for a Consolidation Order in relation to any Later Dispute(s). That party must notify all parties to the First-filed Dispute and the Later Dispute of such application.

19.18 The Tribunal appointed in relation to the First-filed Dispute may, if it considers that (i) there are issues of fact or law common to the proceedings so that a consolidated proceeding would be

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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more efficient than separate proceedings, and (ii) no party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise, make a Consolidation Order on hearing such application.

19.19 If the Arbitral Tribunal of the First-filed Dispute makes a Consolidation Order it will immediately, to the exclusion of other tribunals, have jurisdiction to resolve finally the Later Dispute(s). The parties agree that they will be bound by the Consolidation Order and any subsequent orders and Awards issued in such circumstances.

19.20 Notice of the Consolidation Order must be given to any arbitrators already appointed in relation to the Later Dispute(s) and the Registrar. Any appointment of an arbitrator in relation to the Later Dispute(s) before the date of the Consolidation Order will terminate immediately and the arbitrator will be deemed to be functus officio. This termination is without prejudice to the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated; his entitlement to be paid his proper fees and disbursements; and the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision.

19.21 Notwithstanding any other provision of this Clause 19, in the event of:

19.21.1 the joinder of any member of the Purchaser's Group to an Existing Dispute to which only Seller Group Companies and/or Promoters are parties; or

19.21.2 the joinder of any Seller Group Company or a Promoter to an Existing Dispute to which only members of the Purchaser's Group are parties; or

19.21.3 a Consolidation Order which would result in a member of the Purchaser's Group becoming a party to an arbitration which prior to consolidation had only Seller Group Companies and/or Promoters as parties; or

19.21.4 a Consolidation Order which would result in a Seller Group Company or a Promoter becoming a party to an arbitration which prior to consolidation had only members of the Purchaser's Group as parties,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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the relevant party which is to be joined or which will become a party as a consequence of the Consolidation Order shall be entitled within twenty (20) calendar days of such joinder or Consolidation Order to give notice to all other parties to the relevant arbitration and the Registrar requesting the constitution of a new Arbitral Tribunal. In such event, Clause 19.4 above shall apply to the constitution of the new Tribunal, save that the fifteen (15) calendar day period for party nomination shall commence upon the request for a new Tribunal to be constituted.

19.22 The Parties agree that in the event of any joinder or consolidation of proceedings, at the application of any Party to the proceedings the LCIA Court shall be requested on behalf of all Parties to fix separate advances on costs in respect of each claim, counterclaim or cross-claim in the proceedings, and the Parties hereby give their consent to any such application.

19.23 Any joined party shall be bound by any award rendered by the Arbitral Tribunal even if such party chooses not to participate in the arbitral proceedings.

19.24 Except as otherwise provided in Clause 19.21 herein, each of the Parties waives any objection on the basis of a Consolidation Order, Joinder or Joinder Order to the validity and/or enforcement of any award made by the Arbitral Tribunal following any Consolidation Order, Joinder or Joinder Order. For the avoidance of doubt, this includes a waiver of any objection that Joinder or consolidation has resulted in a Party being deprived of the right to play a role in the nomination of arbitrator(s).

19.25 For the avoidance of doubt, where an arbitral tribunal is appointed under this Agreement or any Related Agreement, the whole of its award (including any part relating to any Related Agreement) is deemed for the purposes of the New York Convention on the Recognition and Enforcement of Arbitral Awards 1958 to be contemplated by this Agreement and that Related Agreement.

Service of Process

19.26 The Seller irrevocably appoints Agila Specialties UK Limited as its agent for service of process in connection with any Dispute. If requested by the Purchaser, the Seller will appoint a new agent for service of process with effect from Completion. The relevant details of Agila Specialties UK Limited are as follows:

The Director

Agila Specialties UK Limited

New Bridge Street House,

30-34, New Bridge Street,

London EC4V 6BJ, UK

19.27 The Purchaser irrevocably appoints Generics (U.K.) Limited as its agent for service of process in connection with any Dispute. The relevant details of Generics (U.K.) Limited are as follows:

Generics (U.K.) Limited (t/a Mylan), FAO John Munson, Managing Director, Albany Gate, Darkes Lane, Potters Bar, Herts EN6 1AG.

19.28 The Seller and the Purchaser agree that any document may be effectively served on them in connection with a Dispute in England and Wales by service on that Party's agent. A copy of the document served on an agent shall be sent by post to the relevant Party. Failure or delay in so doing shall not prejudice the effectiveness of the service on such agent.

IN WITNESS of which the Parties have amended and restated this Agreement on 5 April 2013 but with an effective date of 27 February 2013.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 1DETAILS OF THE GROUP

Part 1THE COMPANY

Name:	Agila Specialties Private Limited.
Company Registration number:	U02429KA2004PTC033503
Company status:	Private limited company
Country of incorporation:	India
Date of incorporation:	3 March 2004
Registered office:	"Strides House", Bilekahalli, Bannerghatta Road, Bangalore – 560076 , Karnataka.
Issued share capital:	Rs. 203,167,830 divided into       i) 18,316,783 equity shares of Rs.10 each and       ii) 200,000 Preference Shares of Rs.100 each.
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2THE SUBSIDIARY

Name:	ONCO THERAPIES LIMITED
Company Registration number:	U24232KA2007PLC043599
Company status:	Public Limited company (limited by shares)
Country of incorporation:	India
Date of incorporation:	14 August 2007
Registered office:	"Strides House", Bilekahalli, Bannerghatta Road, Bangalore – 560076
Issued share capital:	INR 24,061,870 divided into 2,406,187 equity shares of INR 10 each
***	***
***	***
***	***
***	***
***	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 2CONDITIONS

1 CONDITIONS FOR THE BENEFIT OF PURCHASER AND SELLER

There shall be no:

1.1.1 injunction, order, Proceeding or decree of any nature of any Governmental Authority of competent jurisdiction that is in effect that prevents the consummation of the transactions contemplated by this Agreement; or

1.1.2 Applicable Law that is in effect that prevents the consummation of the transactions contemplated by this Agreement.

For purposes of this paragraph 1, the terms below will have the definitions set forth in this paragraph, instead of the definitions set forth in Schedule 12:

"Governmental Authority" shall mean any multinational, national, federal or state government, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, taxing, regulatory or administrative authority or functions of such government, including any authority or quasi- governmental entity established to perform any of these functions; and

"Proceeding" shall mean any action, litigation or suit (whether civil, criminal, administrative, judicial or investigative) commenced or brought, by or before any Governmental Authority.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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2 PURCHASER'S CONDITIONS

2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date.

2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion.

2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion.

2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16.

2.5 The Novations set forth in paragraph (A) (1), (2) and (3) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17.

2.6 Such number of Senior Management Contracts as the Parties agree in writing shall have been entered into and not terminated, and such number of Senior Managers shall still be able to work.

2.7 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Group as a whole.

2.8 The Final Limited Review Accounts will not show a material adverse difference from the Draft Limited Review Accounts.

3 REGULATORY APPROVALS

3.1 Insofar as the Transaction, in whole or in part, gives rise to:

3.1.1 a notification obligation under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"), the notifications of the Seller and the Purchaser pursuant to the HSR Act having been made to the USA Federal Trade Commission or the U.S. Department of Justice, Antitrust Division; and

3.1.2 any other mandatory merger control notification obligation in any jurisdiction where the Company has made material sales since 1 January 2012, all such mandatory merger control filings having been made to the relevant Competition Authority in respect of the Transaction, provided that for this purpose, sales in a jurisdiction shall be deemed to be material if sales revenues generated in that jurisdiction exceeded ***

3.2 In respect of any notification obligation arising under paragraphs 3.1.1 and 3.1.2 of this Schedule 2:

3.2.1 all consents and approvals of any such Competition Authority which are required to be obtained before the Transaction may be completed having been obtained either

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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unconditionally or subject to such Commitments as shall be reasonably acceptable to the Seller and the Purchaser and in accordance with Clause 4.4 of this Agreement; or

3.2.2 all applicable mandatory waiting periods and any extensions thereof in connection with the relevant notification having expired or been terminated.

4 RESERVE BANK OF INDIA

4.1 The approval of the RBI, either unconditionally or subject to such conditions as shall be reasonably acceptable to the Seller and the Purchaser, in respect of each the following (as may be required):

4.1.1 the Post Completion Purchase Price adjustment in terms of Clause 3.4 of the Agreement;

4.1.2 the outstanding payments to be made by the Purchaser to the lenders of the Company and/ or the Seller (instead of the Seller); and

4.1.3 the payments to be made by the Purchaser to the account of the Senior Manager Escrow Agent in relation to the Senior Manager Transaction Proceeds in terms of Clause 3.2.3 of the Agreement and the Senior Manager Escrow Agreement.

5 FOREIGN INVESTMENT PROMOTION BOARD

The approval of the Foreign Investment Promotion Board for the acquisition by the Purchaser of the entire share capital of the Company in terms of the Agreement and the Transaction Documents either unconditionally or subject to such conditions as shall be reasonably acceptable to the Seller and the Purchaser and in accordance with Clause 4.4 of this Agreement.

6 FORM FC-TRS

6.1 The Purchaser and the Seller shall prepare and duly sign the form FC-TRS along with the supporting documents (in quadruplicate) as required under the Master Circular on Foreign Investment in India dated July 2, 2012 ("FDI Master Circular").

6.2 The Seller shall obtain (i) a certificate from a chartered accountant (in quadruplicate) indicating the fair value of the Shares as required under the FDI Master Circular; (ii) cause the Company to issue a letter (in quadruplicate) setting out the shareholding pattern of the Company after Completion as required under the FDI Master Circular.

7 AGREED CONDITIONS

Such other matters as the Parties agree in writing will constitute Conditions for the purposes of this Agreement.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 3CONDUCT OF BUSINESS BEFORE COMPLETION

Without limiting and without prejudice to Clauses 5.1 through 5.13 (inclusive), until Completion the Seller shall, within the confines of Applicable Law, ensure that, without the prior written consent of the Purchaser (and for this purpose, the Purchaser agrees, when determining whether to give consent, that it shall act reasonably and that such decision will not be unreasonably delayed) no Group Company shall, and (where applicable) the Seller shall not for and on behalf of a Group Company:

2. create, allot or issue any share or loan capital or other security or agree, arrange or undertake to do any of those things;

3. give or agree to give any option, right to acquire or call (whether by conversion, subscription or otherwise) in respect of any of its share or loan capital;

4. merge or consolidate with a corporate body or any other Person, enter into any demerger transaction or participate in any other type of corporate reconstruction;

5. in each case, save to the extent permitted by paragraph 10 below, acquire, transfer, assign, pledge, mortgage, lease, sell or dispose of, or agree to acquire, transfer, assign, pledge, mortgage, lease, licence, enter into a partnership, joint venture or similar arrangement with regard to, sell or dispose of, any material assets (whether tangible or intangible), including rights to products or pipeline products, businesses or undertakings or suffer to exist any Encumbrance thereon (other than security interests created in the Ordinary Course of Business) and in compliance with any other provisions of this Schedule 3 or assume or incur, or agree to assume or incur, any material liability or obligation outside the Ordinary Course of Business, in excess of US$***;

6. pass any resolution by its members in general meeting or make any alteration to its articles of association;

7. declare, authorise, make or pay any dividend or other distribution (whether in cash, stock or in kind);

8. save in relation to Tenders, enter into any material contract or arrangement which is incapable of being terminated within *** without any termination, breakage or other costs or could reasonably be expected to involve annual revenue of US$*** or annual committed expenditure or liability which exceeds, in each case, US$***;

9. submit Tenders outside the Ordinary Course of Business or which are expected to involve annual revenue in excess of US$***;

10. enter into any contract or agreement containing any provision imposing non-compete, non- solicit, exclusivity, right of first offer, right of first refusal, most favoured nation refundable payment obligations capacity preference or priority obligations or similar obligations, undertakings or restrictions, in each case, in relation to any pharmaceutical related products or services and with regard to anything else, to the extent the restrictions are material;

11. save for Permitted Capex, create any borrowing or other Debt in excess of US$*** otherwise than pursuant to trade financing in the Ordinary Course of Business;

12. enter into any transaction or arrangement with any Person otherwise than at arms' length or enter into any transaction with a related party;

13. make any proposal for or adopt a plan of complete or partial winding up, dissolution, liquidation, merger, consolidation, restructuring, recapitalization or the reorganization of any Group Company;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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14. redeem or purchase any shares or reduce its issued share capital, or any uncalled or unpaid liability in respect thereof, or any capital redemption reserve, share premium account or other reserve that is not freely distributable;

15. make any advance, loan or deposit of money other than in the Ordinary Course of Business or cancel, release or assign any indebtedness in excess of US$*** owed to it;

16. materially change its policies or practices in respect of debtors and/or payment of creditors;

17. lease, license or part with or share possession or occupation of any Real Property held or occupied or which may be acquired by any Group Company or enter into an agreement or arrangement to do so;

18. vary, amend, supplement, assume, replace, waive any material provision of, terminate or otherwise modify any contracts involving annual revenue in excess of US$***;

19. fail to take any action necessary to protect or maintain the Intellectual Property of any Group Company;

20. with respect to the Intellectual Property of any Group Company and with respect to any rights to the Intellectual Property granted under any contract: (A) transfer, assign or license to any Person any rights to such Intellectual Property; (B) abandon, permit to lapse or otherwise dispose of any Intellectual Property; (C) grant any Encumbrance on any Intellectual Property; (D) disclose or agree to disclose to any Person, other than representatives of the Purchaser, any Know-how, trade secret or other confidential information, idea, invention, proprietary process, formulae, model or methodology; or (E) make any material changes in or to the Intellectual Property that reasonably could be expected to impair such Intellectual Property or the Purchaser's rights with respect thereto in any material respect;

21. in relation to any claim or Proceedings exceeding US$***, initiate, settle, waive or abandon any claim, litigation, arbitration or other Proceedings or make any admission of liability by or on behalf of any Group Company (i) except in relation to debt collection in the Ordinary Course of Business; and (ii) save that any member of the Group may take any reasonable action in relation to patent matters connected with Paragraph IV Challenges provided that such action does not and will not have a material adverse effect on the Agila Business or the anticipated revenue and profits attributable to the products related thereto;

22. with respect to all tangible assets of each Group Company, fail to maintain any such assets in a state of repair, order and condition consistent in all material respects with their operation in the Ordinary Course of Business, usual and ordinary wear and tear excepted;

23. knowingly take any action which may invalidate any of its policies of insurance or take out any replacement policies of insurance (other than renewals of the policies of insurance on substantially the same commercially reasonable and available terms as those in force at the date of this Agreement);

24. with respect to the Agila Business, (i) make any material change in the selling, distribution, advertising, terms of sale or collection practices that are inconsistent in any material respect with the Ordinary Course of Business, (ii) enter into any material business practices, programs or long-term allowances not previously used in the Ordinary Course of Business, (iii) engage in the practice of "channel stuffing" or any program, activity or other action (including any rebate, discount, chargeback or refund policy or practice), that, in any such case, would reasonably be expected to result, directly or indirectly, in purchases of products that are in excess of normal customer purchasing patterns consistent with the Ordinary Course of Business during the twelve (12) months prior to the date of this Agreement or not in accordance with stated terms of customer agreements or purchase pattern reasonably expected by the Seller or (iv) materially change inventory ordering patterns outside of normal production plans or outside the Ordinary Course of Business;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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25. fail to pay accounts payable and other obligations of the Agila Business in the Ordinary Course of Business other than those disputed in good faith;

26. change or take any action to change (except as required by Applicable Law) its statutory appointed auditors or make any change to: (i) its accounting practices or policies (including procedures with respect to revenue recognition); (ii) any material assumption underlying, or method of calculating, any bad debt contingency or other reserve, except in each case where such change is recommended by its auditors as a consequence of a change in generally accepted accounting practices or policies applicable to companies carrying on businesses of a similar nature, or as a consequence of a change in Applicable Law;

27. create or amend any employee share scheme and/or grant or issue any options or other equity-based awards under any such scheme;

28. save in relation to up to *** new personnel proposed to be employed in connection with the new facility in Singapore and expansion projects in Bangalore, increase the number of Employees by more than *** Employees;

29. make any change in terms of employment (including pension fund commitments) other than those required by Applicable Law which would increase the aggregate staff costs of the Group by more than ***, per annum;

30. except for merit increases, bonus payments or promotions made in the Ordinary Course of Business and consistent with past practices, grant any increase in the compensation (including incentive or bonus compensation) of any Employee, or institute, adopt or amend any Employee plan, or otherwise amend the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any Employee;

31. save for cause (other than in relation to Senior Managers), give notice of termination of employment or dismiss any Senior Employee or a number of Employees that exceeds ***;

32. (A) transfer any Employee from the Agila Business to a non-Agila Business or (B) transfer any person who is not an Employee from a non- Agila Business to the Agila Business;

33. communicate with any Employees regarding the compensation, benefits or other treatment that they will receive from Purchaser or any Group Company post Completion in connection with the transactions contemplated hereby, unless any such communications have been reviewed and approved by the Purchaser. To the extent that such communication is mandated by Applicable Laws, the Seller or the applicable member of the Seller's Group shall first use all reasonable endeavours to ensure that the Purchaser has a reasonable opportunity to review and approve any such communication;

34. terminate, cancel, amend, waive, modify or fail to maintain or otherwise comply with any Governmental Authorisations applicable to the Agila Business other than those that are immaterial;

35. take any action which is inconsistent with the provisions of any Transaction Document or with the implementation of the transactions contemplated thereby;

36. adopt, modify or participate in any pension scheme (other than its existing pension schemes);

37. (i) make, revoke or amend any Tax election or settle or compromise any Tax liability or agree to an extension or waiver of the limitation period to any Tax claim made by any Tax Authority or grant any power of attorney with respect to Taxes or enter into any closing agreement with respect to any Tax; (ii) change any method of accounting for Tax purposes; or (iii) file any amended income Tax Return or other material amended Tax Return; or

38. agree, whether in writing or otherwise, to do any of the foregoing or take, or commit to take, any action that would result in the occurrence of any of the foregoing.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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For the purposes of determining any monetary amount set forth in this Schedule 3, amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 4NET DEBT STATEMENT

1 INTERPRETATION

1.1 For the purposes of this Schedule 4, the following additional terms are defined:

"Accounting Policies" the accounting policies in accordance with Indian GAAP, consistently applied, consistent with the same accounting principles, policies, procedures, categorisations, definitions, methods, practices and techniques adopted in the PCFS;

"Bank Debt" the amounts outstanding under all bank loans and bank facilities (including any accrued but unpaid interest thereon), and any costs and expenses related thereto, including as set out in Appendix 3 at Completion;

"Cash" cash (whether in hand or credited to any account with any financial or similar institution or organisation) and cash equivalents of the Group Companies (including all interest accrued thereon) at the Relevant Time determined in accordance with paragraph 2 of this Schedule 4, including:

(a) marketable securities and short term investments;

(b) cheques received by, honored and made payable to any of the Group Companies prior to Completion;

but excluding:

(c) any cash and cash equivalents held by any of the Group Companies on trust on behalf of any customer;

(d) any cash overdraft amounts and the amounts of any cheques issued on any accounts of any of the Group Companies; and

(e) Repatriation Costs;

"Completion Balance Sheet" the unaudited combined balance sheet in the form set out in this Schedule 4 of the Company as at the Relevant Time;

"Debt" the sum of the following (without double counting) determined in accordance with paragraph 2 of this Schedule 4:

(a) the aggregate amount at the Relevant Time of all outstanding principal amounts (whether or not due and payable at that time and including accrued but unpaid interest) of the Group under or in respect of:

(i) Bank Debt;

(ii) Hire Purchase Leases;

(iii) current Tax Liabilities (net of advances and prepayments) (actual and accrued) for each Group Company for the period up to Completion); and

(iv) amounts owed by any Group Company in respect of the Related Party Loans (net of amounts owed to any Group Company in respect of the Related Party Loans),

but excluding any such amounts outstanding under the Trade Payables as at Completion;

(a) the aggregate amount of any break fees and other termination costs which are required to be paid by a Group Company in connection with the payment or repayment prior to, at or in connection with Completion of any amounts referred to in paragraph (a) above; and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(b) the aggregate amount at the Relevant Time of any other borrowings and other indebtedness of a Group Company, including by way of acceptance credits, letters of credit, discounting or similar facilities, loan stocks, bonds, debentures, debt securities (including any related interest accruals and payments in kind), notes, debt or inventory financing, or other similar or analogous financing arrangements, all security, guarantee, surety, collateral and deposit arrangements, together with any accrued but unpaid interest thereon, as applicable, deferred or contingent consideration (including the Aspen licensing obligations and Star Drugs purchase consideration to the extent relevant to the Group Companies), lease buyout obligations, unfunded pension liabilities including leave encashment and gratuity obligations, accounts payable for capital expenditures between the date of this Agreement and Completion, and all other accounts payable balances outstanding for 180 days or more, and leases, any Related Party Loans (including amounts owed for guarantee commissions, management fees and any outstanding redeemable preference equity shares), finance leases, capital leases, overdrafts, sale and lease back arrangements or any other arrangement the purpose of which is to borrow money), together with interest rate, currency or other swaps or hedging arrangements, hedging obligations, bills of exchange, recourse obligations on factored debts and obligations under derivative instruments and net intercompany payables. An illustrative schedule of Debt as of September 30, 2012 is set out in Appendix 18;

"Estimated Cash" the Seller's good faith estimate of Cash at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

"Estimated Completion Balance Sheet" the Seller's good faith estimated Completion Balance Sheet at the Relevant Time in the form set out in this Schedule 4 based on the information available at the time such balance sheet is prepared and taking into account the Accounting Policies;

"Estimated Debt" the Seller's good faith estimate of Debt of the Group Companies at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

"Hire Purchase Leases" all liabilities in respect of the capital element of the hire purchase leases set out at Appendix 5;

"Post-Completion Statement" a statement setting forth the Purchaser's good faith calculation of the (A) Cash and (B) Debt, in each case as at the Relevant Time;

"Pro Forma Combined Financial Statements of the Specialties Business" or "PCFS" means the combined balance sheet, combined profit and loss account and the significant accounting policies and explanatory notes of the subsidiaries and joint ventures of SAL which are considered Specialty Entities;

"Purchaser's Accountants" PricewaterhouseCoopers LLP;

"Related Party Loans" all loans owed by or to a Group Company to or by any member of the Seller's Group or to or by any other Group Company (as the case may be) and any other loans or similar arrangements including amounts included in the corporate control account between any Group Company, any Seller Group Company and/or the Promoters, including any interest accrued thereon;

"Relevant Time" 11:59 pm Indian Standard Time on the Business Day before the Completion Date;

"Repatriation Costs" any costs related to transferring cash from one tax jurisdiction to another;

"Seller's Accountants" Deloitte, Haskins & Sells;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Specialty Entities" has the same meaning as in the Deloitte Review Report and PCFS for the Draft Limited Review Accounts;

"Trade Payables" represents the Specialty Entities obligations for amounts owed for the purchase of goods and services arising in the ordinary course of business, net of advances to suppliers for the purchase of goods, calculated consistently with past practices and in accordance with the Accounting Policies.

1.2 It is agreed that items or amounts categorised or falling under more than one defined term in this Schedule 4 shall not be double counted.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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2 PREPARATION OF NET DEBT STATEMENT AND WORKING CAPITAL STATEMENT

2.1 The Purchaser shall, as promptly as practicable and in any event no later than seventy-five (75) calendar days after Completion, prepare and deliver to the Seller the draft Completion Balance Sheet and the draft Post-Completion Statement.

2.2 The Seller and the Seller's Accountants shall be entitled to review all books, records and papers of the each Group Company which are relevant for the purposes of preparing the draft Completion Balance Sheet and draft Post-Completion Statement and matters arising therefrom and the Purchaser shall use reasonable endeavours to have the Purchaser's Accountants and appointed statutory auditors of the Specialty Entities provide to the Seller and the Seller's Accountants all reasonable assistance to prepare and review the draft Completion Balance Sheet and draft Post-Completion Statement, including reasonable access to all working papers used to prepare the same.

2.3 The Seller shall notify the Purchaser in writing within fifteen (15) calendar days of receipt of the draft Completion Balance Sheet and draft Post-Completion Statement stating whether the Seller agrees with the draft Completion Balance Sheet and draft Post-Completion Statement and, if they do not so agree, such notification shall give reasonable details of any disagreement and the adjustments which, in the opinion of the Seller, should be made (the "Disputed Details").

2.4 Within fifteen (15) calendar days of receipt of the Disputed Details, the Purchaser may submit to the Seller written notification giving reasonable details of its response to the Disputed Details (the "Purchaser Dispute Response"). In the case of disagreement, the Purchaser and the Seller shall (in conjunction with their respective accountants) meet and discuss the Disputed Details and the Purchaser Dispute Response (if any) in order to seek to reach agreement upon such adjustments (if any) to the draft Completion Balance Sheet and draft Post-Completion Statement as are acceptable to the Purchaser and the Seller in order to put such draft Completion Balance Sheet and draft Post-Completion Statement in final form.

2.5 If the Seller is satisfied with the draft Completion Balance Sheet and draft Post-Completion Statement, either as originally submitted or after making such adjustments as are agreed between the Purchaser and the Seller (or if the Seller does not notify the Purchaser of any Disputed Details within the said fifteen (15) calendar day period referred to in paragraph 2.3 above), the draft Completion Balance Sheet shall, and the amounts set out in the Post-Completion Statement shall comprise the amounts shown as (A) Cash and (B) Debt, and shall be final and binding on the Parties.

2.6 If the Purchaser and the Seller fail for any reason to resolve all matters in dispute either:

2.6.1 if the Purchaser chooses not to submit a Purchaser Dispute Response, within fifteen (15) calendar days of receipt by the Purchaser of the Disputed Details; or

2.6.2 if the Purchaser chooses to submit a Purchaser Dispute Response, within fifteen (15) calendar days of receipt by the Seller of the Purchaser Dispute Response,

the matters in dispute shall be referred for resolution on the application of either the Purchaser or the Seller to an independent accountant being a partner in an independent firm of internationally recognised chartered or public accountants which the Parties will agree upon within ten (10) Business Days to act as the independent accountant or failing agreement on the identity of the independent accountant within such period, an independent accountant appointed on the application of either the Seller or the Purchaser by the President for the time being of the Institute of Chartered Accountants in England and Wales (the "Expert Accountant"). In giving his decision,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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the Expert Accountant shall state what adjustments (if any) are necessary to the draft Completion Balance Sheet and draft Post-Completion Statement in order for them to have been prepared in accordance with this Agreement. Such draft Completion Balance Sheet and draft Post-Completion Statement shall, subject to and following any such adjustments, comprise the Completion Balance Sheet and Post-Completion Statement for the purposes of this Agreement.

2.7 If there is a referral to an Expert Accountant, the following provisions shall apply:

2.7.1 the Purchaser (or the Purchaser's Accountants) and the Seller (or the Seller's Accountants) shall each prepare a written statement on the matters in dispute which, together with any relevant documents, shall be submitted to the Expert Accountant and to the other Party;

2.7.2 each of the Purchaser and the Seller may submit one set of written comments on the other Party's written statement to the Expert Accountant;

2.7.3 the Expert Accountant shall be entitled:

(A) to stipulate the time periods within which the Parties shall prepare and submit the written statement and written comments referred to in this paragraph 2.7 (such time periods to be at least fourteen (14) calendar days) and to disregard any written statement or comments not delivered to the Expert Accountant within the time periods so stipulated;

(B) to require the Purchaser and the Seller and their respective accountants to attend one or more meetings (provided that representatives of both the Seller and the Purchaser are invited to attend) and to raise enquiries of them about any matters which the Expert Accountant considers relevant;

(C) in the absence of agreement between the Purchaser and the Seller, to determine the procedure to be followed in undertaking the expert determination, insofar as the procedure is not set out herein; and

(D) to appoint advisers (including legal advisers) if required.

2.7.4 The Purchaser and the Seller shall use reasonable endeavours to procure that the Expert Accountant is given all such assistance and access to documents and other information as he may reasonably require in order to make his decision.

2.7.5 The Expert Accountant shall be requested to give his decision on matters in dispute arising out of the Disputed Details (and the Purchaser Dispute Response, if any), with written reasons for his decision, within sixty (60) calendar days of the date of his appointment or as soon thereafter as practicable. The resolution of the Expert Accountant shall be based upon and within the range of the amounts set forth in the written statements submitted to the Expert Accountant pursuant to paragraph 2.7.1. Save as expressly permitted by paragraph 2.7.3(B) above, no ex parte conferences, oral testimony, depositions, or other form of oral evidence gathering or hearings shall be conducted or allowed.

2.7.6 The costs of the Purchaser's Accountants pursuant to the provisions of this Schedule 4 shall be borne by the Purchaser. The costs of the Seller's Accountants shall be borne by the Seller. Each of the Purchaser and the Seller shall bear its own legal costs in connection with the procedure before the Expert Accountant.

2.7.7 The costs of the Expert Accountant (including the cost for his appointment, his expenses and the costs of any advisers to the Expert Accountant) shall be borne by the Purchaser and the Seller in such proportions as the Expert Accountant shall determine provided that such determination shall be in the proportion that the aggregate amount of the relevant

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Party's claims submitted under this paragraph 2.7 are sustained or rejected by the Expert Accountant.

2.7.8 Save in the case of fraud or manifest error the decision by the Expert Accountant shall be final and binding on all concerned and shall be given by the Expert Accountant acting as an expert and not as an arbitrator. If any arbitration is brought by either the Seller or the Purchaser in order to enforce payment of any sum due (or any adjustment required) as a result of the Expert Accountant's determination or in respect of a dispute as to the correctness or validity of the Expert Accountant's determination, such arbitration shall be conducted in accordance with Clause 19 of this Agreement, except that there shall be only a single arbitrator appointed by the LCIA Court in accordance with the LCIA Rules and the hearing shall be held within two months of the appointment of the arbitrator or as soon thereafter as practicable. No joinder or consolidation shall be allowed with respect to such arbitration.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Form of Completion Balance Sheet

See separate document.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 5COMPLETION OBLIGATIONS

Part 1SELLER'S OBLIGATIONS

At Completion:

1. The Seller shall deliver or cause to be delivered to the Purchaser or the Purchaser's Solicitors:

1.2 a copy of a board resolution or extracts from the minutes of a meeting of the directors of the Seller (certified to be a true copy or extract by a director or company secretary of the Seller) (i) authorising the execution and performance of this Agreement and the Transaction Documents (to which it is a party) and (ii) approving the transfer of the Shares from the Seller to the Purchaser in accordance with this Agreement and approving the execution of the share transfer form(s) in respect of such of the Shares as are not held electronically;

1.3 any power of attorney or other authority under which this Agreement is executed on behalf of the Seller;

1.4 share transfer form(s) of such of the Shares as are not held electronically duly executed by the Seller in favour of the Purchaser together with definitive share certificate(s) showing the Seller as the registered holder and/or its depository participant's duly executed delivery instruction forms in respect of such of the Shares as are held electronically, transferring the Shares to the securities account designated by the Purchaser and the Purchaser's nominees in India simultaneously on the Seller receiving the Completion Payment in India and provide to Purchaser a copy of the acknowledgment issued by the relevant depository participant;

1.5 Form FCTRS duly filed with all necessary annexures, consent letters and valuation certificate(s) establishing that the price per Share is in accordance with relevant regulations of the RBI and subject to receipt of Completion Payment, due acknowledgement from the authorised dealer;

1.6 where they have been issued, share certificates showing the name of the Company as registered holder in respect of all the shares in the Subsidiary or in the case of a subsidiary without share certificates, other evidence, in form reasonably acceptable to the Purchaser, demonstrating the ownership by the Company of all the interests in the Subsidiary;

1.7 a counterpart of the Tax Deed, duly executed by or on behalf of the Seller;

1.8 a copy of the Completion Disclosure Letter;

1.9 a copy of the Brand License Agreement, duly executed by the Seller and any of its Affiliates which are parties thereto;

1.10 a copy of the Senior Manager Escrow Agreement, duly executed by the Seller;

1.11 a copy of the R&D Facility Agreement, duly executed by the Seller

1.12 such title deeds, leases, licences and other documents as may be in the possession of the Group Companies relating to each of the Real Properties;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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1.13 unless otherwise notified ten (10) Business Days before Completion, the written resignations of the directors and secretary of the Company and the Subsidiary in the agreed form;

1.14 a copy of the Payoff Letter, duly executed by the Seller and the relevant banks;

1.15 evidence to the reasonable satisfaction of the Purchaser that all security affecting any asset or shares of Group Companies relating to borrowings of any member of the Seller's Group has been fully and unconditionally discharged;

1.16 evidence to the reasonable satisfaction of the Purchaser that the Restructuring Steps have been completed;

1.17 a copy of each amendment or consent obtained pursuant to Appendix 15 and Appendix 16;

1.18 evidence of termination of each of the Terminating RPTs;

1.19 a notice of resignation of the existing auditors of each Group Company;

1.20 to the extent not in the possession of a Group Company, the cheque books, certificates of incorporation, common seals and all statutory and minute books (which shall be written up to, but not including, the date of Completion) of each Group Company together with all unused share certificate forms;

1.21 a certificate signed by or on behalf of the Seller to the effect of paragraphs 2.1 through 2.3 (inclusive) of Schedule 2;

1.22 the Seller shall procure that the following matters are resolved and passed by a directors' resolution of the Company and each Subsidiary or transacted at a meeting of the directors of the Company and each Subsidiary:

1.22.1 in respect of the Company only, the directors of the Company shall authorise the transfer of such of the Shares as are not held electronically from the Seller to the Purchaser (subject to the share transfer form(s) being duly executed) and/or note the transfer of such of the Shares as are held electronically from the Seller to the Purchaser;

1.22.2 in respect of the Company only, subject to the stamping of the share transfer form(s) (if applicable) in respect of Shares as are not held electronically, the directors of the Company shall approve the entry of the Purchaser into the register of members of the Company as the holder of the Shares in respect of Shares as are not held electronically;

1.22.3 the directors of the Company and the Subsidiary shall accept or note the written resignations of the respective directors and the secretary of the Company and the Subsidiary referred to in paragraph 1.14 above;

1.22.4 all existing mandates for the operation of the bank accounts of the Company and each Subsidiary shall be revoked and new mandates issued giving authority to Persons nominated in writing by the Purchaser;

1.22.5 the accounting reference date of the Company and each Subsidiary shall be changed to a date as may be directed by the Purchaser; and

1.22.6 at the request of the Purchaser, the persons nominated by the Purchaser shall be appointed as directors and/or secretary of the Company and each Subsidiary, in each case subject to such Person having consented to act;

1.23 evidence that the 200,000 Preference Shares of INR 100 each held by the Seller in the Company have been redeemed for INR 200,000,000; and

1.24 the Seller shall provide documents evidencing conversion of the Shares from certificated form to electronic form, as may be required, prior to Completion.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2PURCHASER'S OBLIGATIONS

At Completion:

1. the Purchaser shall deliver, or shall cause to be delivered to the Seller or the Seller's Solicitors:

1.1 a copy of or extracts from the minutes of a meeting of the directors of the Purchaser authorising the Purchaser to enter into and perform its obligations under this Agreement and the Transaction Documents as certified by a director or the secretary of the Purchaser;

1.2 any power of attorney or other authority under which this Agreement or any document referred to in it is executed on behalf of the Purchaser;

1.3 a counterpart of the Tax Deed, duly executed by or on behalf of the Purchaser;

1.4 a copy of the Senior Manager Escrow Agreement, duly executed by the Purchaser;

1.5 a copy of the Brand License Agreement, duly executed by the Purchaser;

1.6 a copy of the R&D Facility Agreement, duly executed by the Purchaser; and

1.7 the Purchaser shall pay by electronic transfer to the account of the Seller in India (details of which shall be provided in writing to the Purchaser) the Completion Payment simultaneously on the Seller providing a copy of the acknowledgment issued by the relevant depository participant with relation to the credit of the Shares in the Purchaser's or its nominee's depository account in India.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 6GUARANTEES AND INDEMNITIES

1. In the event of an assignment pursuant to Clause 16.7 of this Agreement unless the Parties otherwise agree at the time of the assignment, the following provisions will apply:

1.1 The Purchaser unconditionally and irrevocably guarantees to the Seller the punctual discharge by the Assignee of its obligations of whatever nature under this Agreement or other Transaction Documents (including its liabilities to pay damages, agreed or otherwise under this Agreement or other Transaction Documents (the "Guaranteed Obligations") and promises to pay on demand each sum (together with interest on such sum accrued both before and after the date of demand until the date of payment) which the Assignee is liable to pay under this Agreement or other Transaction Documents.

1.2 Without prejudice to the rights of the Seller against the Assignee, the Purchaser shall be a primary obligor and shall be deemed a principal debtor in respect of its obligations under this Agreement or other Transaction Documents and not a surety.

1.3 The Seller may make any number of demands of the Purchaser.

1.4 The Purchaser's obligations under this guarantee shall be in addition to any rights the Seller may have under any other agreement or security in relation to this Agreement or the Guaranteed Obligations. The Seller may enforce its rights against the Purchaser without first having recourse to any other such agreement or security or exercising any rights or remedies against the Assignee.

1.5 The Purchaser's liability to the Seller shall not be discharged, impaired or affected by:

1.5.1 any legal limitation, disability or incapacity or other circumstances relating to the Assignee or any change in the members or status of the Assignee or any other person;

1.5.2 any variation of any of the terms of this Agreement or other Transaction Documents or of any of the Guaranteed Obligations;

1.5.3 any time, waiver or consent granted to or composition with the Assignee or any other person; any defect in the obligations of the Seller or the Assignee;

1.5.4 the bankruptcy, liquidation or dissolution of the Assignee or the appointment of a receiver, administrative receiver or administrator of the Assignee's assets or any other insolvency proceeding relating to the Assignee or any change of control of the Assignee or any other matter affecting the obligation of the Assignee to perform any Guaranteed Obligation;

1.36.5 any unenforceability, illegality or invalidity of any obligation of any person (other than the Seller) under this Agreement or other Transaction Documents; or

1.36.6 any other matter which, but for this paragraph, would reduce, vitiate or affect the obligations of the Purchaser in respect of the Guaranteed Obligations.

1.6 The Purchaser undertakes to fully and effectively indemnify on an after-Tax basis, keep indemnified and hold harmless the Seller from and against all Actions and all Costs which the Seller or any member of the Seller's Group may suffer or incur or which may be brought against the Seller or any member of the Seller's Group in any jurisdiction arising, directly or indirectly out of, in respect of or in connection with any default by the Assignee in performing any Guaranteed Obligation or by the Purchaser in performing its obligations under this Guarantee.

1.7 Until all of the Guaranteed Obligations have been unconditionally and irrevocably discharged, the Purchaser agrees that:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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1.7.1 it will not make demand for the payment of any sum from the Assignee connected with or in relation to the sum demanded by the Seller or claim any set-off or counterclaim against the Assignee;

1.7.2 if the Assignee is bankrupt, insolvent or in liquidation, the Purchaser will not prove in any such bankruptcy, insolvency or liquidation in competition with the Seller; and

1.7.3 any security taken by the Purchaser from the Assignee in consideration of this guarantee and any money received by the Purchaser by proving in the bankruptcy, insolvency or liquidation of the Assignee, shall be held in trust absolutely for the Seller, in respect of the obligations of the Purchaser under this Schedule 6.

1.8 The Purchaser agrees that:

1.8.1 if any payment received by the Seller from the Assignee in relation to the Guaranteed Obligations is avoided or set aside on the subsequent bankruptcy, insolvency or liquidation of the Assignee any amount received by the Seller and subsequently repaid, shall not discharge or diminish the liability of the Purchaser for the Guaranteed Obligations and this Schedule 6 shall apply as if such payment had at all times remained owing by the Assignee; and

1.8.2 after a demand has been made by the Seller under this Schedule 6 and until the amount demanded has been paid in full, the Seller may take such action as they think fit against the Assignee to recover all sums due and payable to it under this Agreement or other Transaction Documents, without affecting the obligations of the Purchaser under this Schedule 6.

1.9 The Purchaser shall pay the reasonable charges (including legal and other costs on a full indemnity basis) incurred by the Seller in relation to the enforcement by the Seller of the obligations of the Purchaser in this Schedule 6.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 7POST COMPLETION OBLIGATIONS

Part 1POST COMPLETION OBLIGATIONS OF THE PURCHASER

1. ***

2. ***

3. ***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2POST COMPLETION OBLIGATIONS OF THE SELLER

1. The Seller undertakes that, after Completion, it shall *** obtain as soon as reasonably practicable after Completion a full release of the Group Companies (as applicable) from any guarantee or indemnity given for the benefit of the Promoters or any member of the Seller's Group where such release has not already been procured at Completion. The Seller undertakes that prior to obtaining any such release, it shall indemnify and hold harmless the Group Companies and the Purchaser from any and all costs, claims and liabilities arising under any guarantee or indemnity given by such Person for the benefit of the Promoters or the Seller's Group. The Seller agrees that the Group Companies shall be able to enforce this provision against the Seller for the purposes of Clause 16.9.

2. If at any time *** of Completion, the Purchaser discovers that any member of the Group transferred any asset or right to the Seller's Group prior to Completion, in connection with the restructuring of the Agila Business, which relates to the Agila Business or the business conducted by the Agila Group as at Completion, the Seller shall, on reasonable request in writing from the Purchaser, use all reasonable endeavours to retransfer any such asset or right to the Group for US$1, provided that the Seller shall on demand indemnify and hold harmless the Group Companies and the Purchaser on an after-Tax basis from and against any and all costs (including professional advisers' fees), claims, losses and liabilities (whether in respect of Tax or otherwise) arising in connection with such retransfer.

3. If at any time *** of Completion, the Purchaser, discovers that any contract or agreement, other than a Transferring Contract, which relates to the Agila Business or the business conducted by the Agila Group as at Completion has not been transferred, assigned or novated to a Group Company, the Seller shall, on reasonable request in writing from the Purchaser, use its best endeavours to effect the transfer, assignment or novation of that contract or agreement to the relevant Group Company specified by the Purchaser in such written request. From the date of such written request until the date on which such transfer, assignment or novation has been effected, the Seller shall hold the benefit of that contract or agreement on trust for the Purchaser and shall account for and pay or deliver to the Purchaser any monies, goods or other rights or benefits received by the Seller and/or any members of the Seller's Group in relation thereto as soon as practicable after such receipt.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 3TRANSFERRING CONTRACTS

1. CONTRACTS

Save as provided in paragraphs 2 to 6 (inclusive) herein and subject to and with effect from the Completion Date, the Purchaser shall assume responsibility as from the Completion Date for the due performance of all obligations under the Transferring Contracts and all liabilities arising or falling due for performance after the Completion Date under the Transferring Contracts (other than those unrelated to the Agila Business).

2. ASSIGNMENT

This Agreement constitutes, subject to and with effect from the Completion Date, an assignment by the Seller to the Purchaser of the Transferring Contracts if and to the extent the benefit of each such Transferring Contract can be assigned by the Seller or any member of the Seller's Group (as applicable) to the Purchaser or the Group without Third Party Consent or in respect of which any required Third Party Consent has been obtained by the Seller before Completion.

3. CO-OPERATION

3.1 Insofar as the Transferring Contracts comprise the benefit and burden of contracts which cannot be effectively assigned except by novation or with Third Party Consent:

3.1.1 this Agreement shall not constitute or operate or be construed as an assignment or attempted assignment of the relevant Transferring Contract where such conduct would constitute a breach of such Transferring Contract;

3.1.2 any fee, charge, cost

or financial penalty levied by a third party pursuant to the terms of such Transferring Contract in respect of the granting of any Third Party Consent or the termination of any Transferring Contract shall be exclusively borne by the Seller without any right of indemnification against the Purchaser; and

3.1.3 the Seller and the Purchaser shall co-operate and do anything which may *** be required to ensure, to the fullest extent that each is able, that the relevant Transferring Contracts are novated or the necessary Third Party Consent or other agreement is obtained, in each case on terms reasonably satisfactory to the Purchaser as soon as possible after Completion.

4. EXCLUSION OF CONTRACTS

4.1 The Seller shall ***, to novate the Transferring Contracts or to obtain all necessary Third Party Consents on or before the Completion Date. The Purchaser shall not be obliged to enter into any agreement in relation to a Third Party Consent which would make the rights or obligations of the Purchaser in respect of the relevant Transferring Contract materially less favourable or more onerous in any respect than the rights or obligations of the relevant Group Company or Seller Group Company in relation thereto.

4.2 If any Transferring Contract cannot be assigned or novated to the Purchaser without a Third Party Consent and such Third Party Consent has not been obtained by the Completion Date, the Seller and the Purchaser shall *** to obtain such Third Party Consent as soon as practicable after Completion.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.3 If any requisite novation or Third Party Consent is refused or not obtained on or before the date being *** after Completion (or such longer period as may be agreed by the Seller and the Purchaser in writing) in respect of any Transferring Contract, the relevant Transferring Contract(s) shall be deemed to have been excluded from the sale and purchase under this Agreement and the Purchaser and its Affiliates and the Group Companies shall immediately cease to have any further liability whatsoever in respect of such excluded Transferring Contract(s). Upon such deemed exclusion of the relevant Transferring Contract(s), the Seller may take any and all steps necessary either to terminate or to effect the continued discharge of all or any such contracts.

4.4 If such Transferring Contract(s) are deemed excluded, the parties shall meet and discuss in good faith appropriate remedies, which may include a purchase price refund due from the Seller to the Purchaser for such excluded contracts.

5. THE SELLER AS TRUSTEE

5.1 After the Completion Date and until receipt of any requisite novation or Third Party Consent in respect of a relevant Transferring Contract:

5.1.1 the Seller shall, and shall procure that any member of the Seller's Group shall (as applicable), hold the benefit of that Transferring Contract on trust for the Purchaser and shall account for and pay or deliver to the Purchaser any monies, goods or other rights or benefits received by the Seller and/or any members of the Seller's Group in relation thereto as soon as practicable after such receipt and the Purchaser shall be entitled to the use and enjoyment of such Transferring Contracts to the extent the Seller (or any member(s) of the Seller's Group) is not constrained by operation of Applicable Law from paying or delivering such monies, goods or other rights or benefits to the Purchaser; and

5.1.2 the Purchaser shall (if sub-contracting or agency is permissible under the relevant Transferring Contract) as the Seller's sub-contractor or agent perform on behalf of the Seller or any member of the Seller's Group (but at the Purchaser's expense) all the obligations of the Seller or any member of the Seller's Group arising after the Completion Date,

but provided that if, in the circumstances described in paragraph 4 above, any Contract does not permit sub-contracting or agency, the Parties shall make such other arrangements between themselves as may be permissible to implement so far as possible the effective transfer of the benefit and burden of such Transferring Contract to the Purchaser.

6. PURCHASER INDEMNITY AGAINST SELLER'S GROUP LOSSES

The Purchaser shall (on an after-Tax basis) indemnify and keep indemnified the Seller and any member of the Seller's Group against all losses (including, but not limited to, liabilities, costs, charges, expenses, claims, demands and damages (whether directly or indirectly arising) and including consequential loss) which may be suffered or incurred by the Seller and/or any member of the Seller's Group as a result of any act, neglect, default or omission on the part of the Purchaser to perform or comply with any obligation of the Purchaser under this Schedule 7 relating to the Transferring Contracts arising on or after the Completion Date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 8SELLER AND PROMOTER WARRANTIES

Part 1GENERAL WARRANTIES

1. TITLE

1.1 Entire issued share capital

The Shares constitute the entire issued share capital of the Company.

1.2 Title to Shares

The Seller is the legal and beneficial owner of, and will at Completion be entitled to transfer the legal and beneficial title to, the Shares, free and clear from any Encumbrances.

1.3 Share capital of the Subsidiary

The share capital of the Subsidiary is legally and beneficially owned as shown in Part 2 of Schedule 1, free from any Encumbrances.

1.4 Issued shares

All the issued shares of each Group Company are fully paid up and no Group Company has exercised or purported to exercise or has a claim on or any lien over any of their shares. There are no obligations of the Seller whatsoever to pay in any additional capital or to provide any other contribution such as a contribution in kind.

1.5 Rights of third parties

No Person has the right to call for the issue of any share or loan capital of any Group Company by reason of any conversion rights or under any option or other agreement.

2. SELLER AND GROUP COMPANY CAPACITY

2.1 Incorporation

The Seller and each Group Company is duly incorporated, duly organised and validly existing under the laws of its jurisdiction and has full power and authority to own, lease and operate its properties and assets and to conduct its business as conducted at the date of this Agreement.

2.2 Corporate power and authority

2.2.1 The Seller has the necessary corporate power, authority and capacity to enter into and perform this Agreement and the other Transaction Documents to which it is a party and the provisions of this Agreement and such Transaction Documents, shall constitute legal, valid and binding obligations on the Seller and are enforceable against the Seller, in accordance with their respective terms.

2.2.2 The Seller and each Group Company is duly qualified or registered (or local legal equivalent, if any) and is permitted to carry on business in the jurisdictions in which the ownership of its properties in connection with the Agila Business or the conduct of the Agila Business requires such qualification or registration.

2.3 Due authorisation, execution and delivery

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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The Seller has duly authorised, executed and delivered this Agreement and the other Transaction Documents to which it is a party and no other corporate actions of the Seller are required for the Agreement to be binding and enforceable in accordance with its terms.

2.4 No breach

The execution and delivery by the Seller of, and the performance by the Seller of its obligations under, this Agreement and the Transaction Documents to which it is party will neither:

2.4.1 result in a breach of any provision of its or any of the Group Company's memorandum or articles of association or any of its or any of the Group Company's other constitutional documentation; nor

2.4.2 violate, conflict with or result in a breach of any Applicable Law or loss of rights under any material Governmental Authorisations which are material to the Agila Business or to which it or any Group Company is subject or by which any of their respective property or assets is bound or affected; nor

2.4.3 result in a material breach of, or constitute a material default under, any instrument (including without limitation any agreement) to which it or any Group Company is a party or by which it or any Group Company is bound.

2.5 Consents

All material consents, permissions, authorisations, approvals and agreements of third parties and all material authorisations, registrations, declarations, filings, approvals and clearances with any Governmental Authority having jurisdiction over the Seller which are necessary (i) for the Seller to obtain in order to enter into and perform this Agreement, and any Transaction Document to which it is party, (ii) for the consummation of the Restructuring and (iii) for the consummation of the transactions contemplated by the JV Interest Purchase Agreements, in each case, have been unconditionally obtained in writing and have been disclosed in writing to the Purchaser.

2.6 Proceedings

There are no:

2.6.1 outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Seller;

2.6.2 litigation, arbitration, prosecution or other legal Proceedings, claims or actions (whether criminal or civil) in progress, outstanding, pending or, so far as the Seller is aware, threatened against or affecting the Seller; and

2.6.3 investigations by any governmental or regulatory body which are pending or, so far as the Seller is aware, threatened against the Seller,

and which, in each case, has or could have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or any Transaction Document to which it is a party.

2.7 Solvency

2.7.1 No order has been made or notice provided and, so far as the Seller is aware, no petition presented or meeting convened for the winding up of the Seller or any Group Company, nor, so far as the Seller is aware, any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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contributors), and, so far as the Seller is aware, there are no Proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction.

2.7.2 No Group Company is insolvent and no Group Company is unable to pay or has stopped paying its debts as they fall due, nor has aggregate Liabilities which exceed the aggregate value of its assets.

3. PROMOTER CAPACITY

3.1 Power and Authority

Each Promoter has the necessary authority and capacity to enter into and perform this Agreement and the other Transaction Documents to which it is a party and the provisions of this Agreement and such other Transaction Documents, shall constitute legal, valid and binding obligations on each Promoter and are enforceable against each Promoter, in accordance with their respective terms.

3.2 Due authorisation, execution and delivery

Each Promoter has duly authorised, executed and delivered this Agreement and the other Transaction Documents to which such Promoter is a party.

3.3 No breach

The execution and delivery by each Promoter of, and the performance by each Promoter of its obligations under, this Agreement and the other Transaction Documents to which it is party will neither:

3.3.1 result in a breach of any Applicable Law; nor

3.3.2 result in a material breach of, or constitute a material default under, any instrument to which it is a party.

4. ACCOUNTS

4.1 General

4.1.1 The Draft Limited Review Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

4.1.2 The Final Limited Review Accounts will be prepared in accordance with the accounting policies stated in them and will be properly prepared and will be accurate in all material respects and not misleading.

4.1.3 The Historical Limited Review Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

4.1.4 The Draft Individual Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

4.1.5 The Final Individual Accounts will:

(A) be prepared in accordance with the accounting policies stated in them; and

(B) show a true and fair view of the state of affairs of the relevant Group Company as at the date of the relevant Final Individual Accounts and of its profit or loss for the accounting reference period ended on that date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.2 Position since Accounts Date

Since the Accounts Date:

4.2.1 apart from the dividends provided for or disclosed in the Accounts, no dividend or other distribution has been declared, paid or made by any Group Company to a party other than a Group Company;

4.2.2 the business of all Group Companies has been carried on in the Ordinary Course of Business and so as to maintain them as a going concern;

4.2.3 no Group Company has acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than trading stock in the Ordinary Course of Business; and

4.2.4 there has not occurred any Material Adverse Effect.

4.3 No Undisclosed Liabilities

No Group Company has incurred or assumed any material Liabilities except for Liabilities: (i) reflected or reserved against in the Draft Limited Review Accounts or which will be reflected or reserved in the Final Limited Review Accounts; or (ii) incurred in the Ordinary Course of Business, since the Accounts Date.

No Group Company, which has prepared Draft Individual Accounts, has incurred or assumed any material Liabilities except for Liabilities: (i) reflected or reserved against in the Draft Individual Accounts or which will be reflected or reserved in the Final Individual Accounts; or (ii) incurred in the Ordinary Course of Business, since the Accounts Date.

4.4 Bank Accounts

4.4.1 Appendix 19 lists each bank account maintained by or for the benefit of the Company or its Subsidiary at any bank or other financial institution.

4.4.2 All existing accounts receivable of the Company and its Subsidiary represents valid obligations of customers of the Company or its Subsidiary arising from bona fide transactions entered into in the Ordinary Course of Business other than for doubtful accounts receivable for which the Company has made reserves in the Limited Review Accounts. Appendix 20 provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of 30 September 2012.Prior to Completion, the Seller shall update Appendix 20 to include an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Subsidiary as of 30 September 2012.

4.5 Inventory

4.5.1 The inventories of the Group Companies as referenced in the Draft Individual Accounts and the Draft Limited Review Accounts with respect to the Agila Business are of a saleable quality and condition and usable (taking into account shelf life) in the Ordinary Course of Business for their intended purposes other than for doubtful inventories for which the relevant Group Company has made reserves in the Draft Individual Accounts and the Draft Limited Review Accounts. All inventories, raw materials and work-in-process have been manufactured and stored in compliance with, and meet, all applicable product specifications and the requirements of the applicable Product Registrations.

4.5.2 Since 31 December 2010, the Seller has not, and the Group Companies as referred in the Draft Individual Accounts and the Draft Limited Review Accounts have not, with respect to the Agila Business: (i) made any change in the selling, distribution, advertising, terms of sale or collection practices from those planned or budgeted that is materially inconsistent with past practices in the Ordinary Course of Business and would be material to the Agila Business, (ii) entered into any material business practices, programs or long-term allowances not previously used in the Ordinary Course of Business or (iii) engaged in the practice of "channel stuffing" or any program, activity

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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or other action (including any rebate, discount, chargeback, refund policy or practice), in the case of this clause (iii), that would reasonably be expected to result, directly or indirectly, in a trade buy-in that is significantly in excess of normal customer purchasing patterns consistent with past practice of the Agila Business during the twelve (12) month period prior to the date of this Agreement.

5. ASSETS

5.1 The assets included in the Draft Limited Review Accounts and the Draft Individual Accounts or acquired by any Group Company since the Accounts Date in the Ordinary Course of Business (other than assets disposed of since that date) which are of material significance to the business of the Group are the property of a Group Company free from any material Encumbrance and such Group Company has full legal and beneficial ownership of and title to such assets.

5.2 The assets described in paragraph 5.1 constitute all of the assets (excluding the Real Properties) that are currently necessary to operate and conduct the Agila Business on a going concern basis.

5.3 The tangible assets described in paragraph 5.1 are in good operating condition and repair, ordinary wear and tear excepted and are suitable for the purposes for which they are being used for the purposes of the Agila Business and have been maintained in accordance with normal industry practices where they are located.

5.4 No Group Company has, within the period of 24 months prior to the date of this Agreement, acquired any asset from any third party or any other Group Company on terms which were not at arm's length.

5.5 No Group Company is owed any money from a third party or any other Group Company other than debts incurred in the Ordinary Course of Business.

6. BORROWINGS, GRANTS AND LOANS TO DIRECTORS

6.1 Borrowings

6.1.1 No Group Company has outstanding any obligation for the payment or repayment of money, whether present or future, actual or contingent, in respect of:

(A) monies borrowed;

(B) any recourse to a company selling or discounting receivables in respect of receivables sold or discounted;

(C) moneys raised under any bond, loan note or similar instrument;

(D) hire purchase agreements; or

(E) any guarantee provided to a third party (which is not a Group Company) in respect of any obligation for the payment or repayment of money described in paragraphs (A) to (D) above.

any such obligation being referred to below as a "Borrowing".

6.1.2 No Borrowing of any Group Company is payable before its normal or originally stated maturity and no demand or other notice requiring the payment or repayment of money before its normal or originally stated maturity has been received by any Group Company.

6.1.3 No event or circumstance has occurred such as to entitle any Person (which entitlement is subsisting at the date of this Agreement) to require the payment or repayment of any Borrowing from a Group Company before its normal or originally stated maturity or which is or shall be such as to terminate, cancel or render incapable of exercise any entitlement to draw money or otherwise exercise the rights of any Group Company under an agreement relating to Borrowing.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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6.1.4 Any outstanding amount in respect of any Specified Transactions will be paid off within a period of 60 (sixty) days from the date hereof.

6.2 Grants and subsidies

So far as the Seller is aware, no Group Company has done or agreed to do anything as a result of which:

6.2.1 any investment grant or other grant or any subsidy received by any Group Company is or may be liable to be refunded; or

6.2.2 any application made by any Group Company for such a grant or subsidy shall or may be refused; and

6.2.3 neither the signature nor the performance of the Agreement shall have any such result.

6.3 Loans to directors and connected persons

There is not outstanding:

6.3.1 any loan made by any Group Company to, or debt owing to any Group Company by, any director of any Group Company or any Person connected with any of them; or

6.3.2 other than employment agreements, any agreement or arrangement to which any Group Company is a party and in which any director of any Group Company or any Person connected with any of them has a material interest.

7. REAL ESTATE

7.1 Interests

The Owned Real Properties comprise all the land and buildings owned by the Group or used or occupied by the Group or in which any Group Company has any other interest, right or liability.

7.2 Owned Real Property

In the case of each of the Owned Real Property:

7.2.1 the information contained in Schedule 11 as to tenure and the principal terms of the interests held by the Group Company is true and accurate in all respects;

7.2.2 there are no mortgages, charges, legal or equitable, specific or floating or debentures, rent charges, liabilities to maintain roadways, liens (whether for costs or to an unpaid seller or otherwise), annuities or trusts (whether for securing money or otherwise) affecting such Owned Real Property or the proceeds of its sale;

7.2.3 there are no agreements for sale or lease, estate contracts, options, rights of pre-emption or similar matters affecting it, the provisions of which remain to be observed or performed;

7.2.4 no Group Company by its use or occupation of such Owned Real Property contravenes any requirement or restriction having the force of law and each Group Company has, so far as the Seller is aware, complied with all covenants, conditions, restrictions, limitations and other matters binding on it, none of which is of an unusual or onerous nature or prejudicially affects the Group's use, occupation or powers of disposal or development of such Owned Real Property or materially adversely affects its value;

7.2.5 the relevant Group Company is in actual occupation of those parts of it as are not the subject of the tenancies on an exclusive basis (all such tenancies being described in Schedule 11) and, except by virtue of such tenancies, no Person other than the relevant Group Company has any right (actual or contingent) to possession, occupation or use of or interest in it;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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7.2.6 no action, claim, Proceeding, demand, dispute, complaint or liability (contingent or otherwise) in respect of any of the Owned Real Property is outstanding or, so far as the Seller is aware, anticipated;

7.2.7 no development at any of the Owned Real Property has been carried out in breach of Planning Law or applicable construction laws;

7.2.8 the relevant Group Company has good title to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances; and

7.2.9 the Improvements are in reasonably good condition and repair in all material respects and sufficient for the current operation of the business conducted therein, subject to reasonable wear and tear. There are no facts or conditions affecting any of the Improvements which would interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation in the normal course of business.

7.3 Leasehold Real Properties

In relation to each of the Leased Real Properties:

7.3.1 each such Leased Real Property is held under the terms of the lease which is summarised in Schedule 11, is on an arms-length basis, and no licences or collateral assurances, undertakings or concessions or variation or waiver of terms have been made by any party to the lease;

7.3.2 the Group Company that is identified in Schedule 11 as being the lessee of any parcel of Leased Real Property has a valid and enforceable leasehold interest under the lease for such Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances, and has not assigned its interest in such lease or sublet any portion of the Leased Real Property to a third party;

7.3.3 true, correct and complete copies of the leases (in all material respects) for the Leased Real Property have been delivered to Purchaser prior to the date hereof and such have not been amended or modified following such delivery;

7.3.4 the relevant Group Company has paid the rent and all other sums payable under the lease on the due dates for payment and the last demand for rent was unqualified and each lease is valid and in full force;

7.3.5 no notices have been served by the landlord in respect of the forfeiture of any lease terminating or in respect of any breach or default by the lessee under each lease; and

7.3.6 other than as set forth in Appendix 1 and other than Third Party Consents required to charge the Real Properties, no Third Party Consents are required under the leases for the Leased Real Property in connection with the consummation of the transactions contemplated herein.

7.4 Tenancies

In relation to each of the Owned Real Properties which is subject to any lease, underlease, tenancy, licence or other agreement or arrangement giving rise to rights of occupation and enjoyment ("tenancy") each tenancy is summarised in Schedule 11, and contains no unusual or onerous provisions.

7.5 Other involvement in relation to property

So far as the Seller is aware, no Group Company has at any time during the last two years:

7.5.1 had vested in it (whether as an original tenant or undertenant or as an assignee, transferee or otherwise) any freehold or leasehold property other than the Owned Real Property and Leased Real Property; and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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7.5.2 given any covenant or entered into any agreement, deed or other document (whether as a tenant or undertenant or as an assignee, transferee, guarantor or otherwise) in respect of any freehold or leasehold property in respect of which any actual, contingent or potential liability remains with any Group Company.

8. ENVIRONMENTAL AND HEALTH AND SAFETY

8.1 Each Group Company complies, and has *** complied, with all applicable Environmental Laws in all material respects.

8.2 Each Group Company has obtained all Environmental Licences (all of which are valid and subsisting) and complies in all material respects with the terms and conditions of all its Environmental Licences. No Group Company has received any written notice from any Regulatory Authority threatening a suspension, revocation, modification or cancellation of any such Environmental License ***, no event or has occurred or circumstance exists that could reasonably be expected to give rise to the issuance of any such notice or the taking of any such action.

8.3 There are no unresolved, pending or, *** threatened Environmental Proceedings involving the Seller (with respect to the Agila Business) or any Group Company.

8.4 *** there is no contamination of the Environment at any of the Real Properties or at any properties adjacent to the Real Properties that is reasonably likely to subject any Group Company to any material liability or require any material expenditure for investigation, monitoring, remediation, or corrective action under any Environmental Law and neither Seller nor any Group Company has received a written notice from any Regulatory Authority regarding the potential existence of such contamination or requiring Seller or any Group Company to conduct an evaluation with respect to the potential presence of such contamination (excluding any such notices or requirements that have been fully resolved with no further exposure, liability or obligation on the part of Seller or any Group Company).

8.5 None of the Real Properties nor, so far as Seller is aware, any property, facility or location utilized by any Group Company for the treatment, storage or disposal of Dangerous Substances generated at any of the Real Properties or with respect to the operation of the Agila Business is listed on any federal, state or local compilation of contaminated sites or is undergoing or, so far as Seller is aware is, proposed or required to undergo investigation, remediation, monitoring or corrective actions with respect to Dangerous Substances.

8.6 During the past ***, no environmental reports, investigations or audits relating to environmental or occupational safety and health matters with respect to the Agila Business were obtained from, requested by, or conducted by or on behalf of the Seller (with respect to the Agila Business) or any Group Company at the request of any Regulatory Authority.

8.7 None of the Group Companies nor the Seller (with respect to the Agila Business) is currently subject to any outstanding order, decree or judgment pursuant to Environmental Law.

8.8 In connection with the sale of any real property or business ***, none of the Group Companies has entered into any agreement pursuant to which it has retained liabilities arising pursuant to Environmental Law, or agreed to indemnify the purchaser of the property or business with respect to such liabilities, excluding agreements relating to such liabilities that have expired by the terms of such agreements.

9. INTELLECTUAL PROPERTY

9.1 Title

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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9.1.1 Accurate details of all Agila IP registrations and applications ("Registered Agila IP"), are set out in Appendix 6 and all such rights are owned legally and beneficially by the member of the Group identified in Appendix 6 as the proprietor.

9.1.2 All rights to Agila IP are exclusively, legally and beneficially owned by one or more members of the Group, and the sole registered proprietor (where relevant) of all Intellectual Property registrations and applications is as set out in Appendix 6.

9.1.3 None of the Agila IP is subject to any Encumbrance.

9.1.4 The Group owns or has a valid right to use in accordance with the terms of any licence, all material Intellectual Property (excluding any rights in software and computer programs, (whether in source code, object code or other form), algorithms, databases, compilations and data, and supporting technology)necessary to continue the Agila Business in the manner currently carried on.

9.1.5 Other than as disclosed in the Disclosure Letter, all fees owed by the Seller or its Affiliates in the applicable national or jurisdictional offices to maintain rights to the Registered Agila IP in such offices have been paid up to and including Completion, and there are no actions that must be taken within 4 months of Completion, including the payment of fees or the filing of documents, for the purposes of obtaining, maintaining, perfecting, or renewing any rights in such Registered Agila IP.

9.1.6 No current or former Affiliate of the Seller (except the Group), partner, director, stockholder, officer, or employee of the Seller or its Affiliate (except the Group) will, after Completion, own or retain any proprietary rights in any of the Agila IP owned, used, or held for use (including for defensive purposes) by the Seller in the conduct of the Agila Business.

9.1.7 The ownership rights of the Seller in respect of and in and to the Registered Agila IP are subsisting on the respective applicable registries as at the date of this Agreement.

9.1.8 So far as the Seller is aware and other than as disclosed in the Disclosure Letter no legal Proceeding has commenced, nor judgment been delivered nor contract entered into, that prohibits or restricts the Seller from transferring or assigning any of the Agila IP to the Purchaser.

9.2 ProductRegistrations

The information in Appendix 4 was true and accurate in respects of the Product Registrations held by the Agila Business as at 31 December 2012.

9.3 Licences

9.3.1 Details of all material written licences and agreements of rights in Intellectual Property (excluding any rights in software and computer programs (whether in source code, object code or other form) algorithms, databases, compilations and data and supporting technology) granted to or by a member of the Group are set out in the Data Room.

9.3.2 No member of the Group has within the 24 months prior to the date of this Agreement received or issued a written notice in respect of any material breach or termination in respect of any of the licences, agreements or arrangements disclosed pursuant to paragraph 9.3.1.

9.4 Infringement

9.4.1 There have been no claims asserted or threatened in respect of infringement a third party's Intellectual Property Rights in the past three years against the Seller or, so far as the Seller is aware, any other Person other than as disclosed in the Disclosure Letter.

9.4.2 So far as the Seller is aware, no Person is infringing, misappropriating or otherwise violating any Intellectual Property (excluding any rights in software and computer programs (whether in source code, object code or other form) algorithms, databases, compilations, and data and supporting technology) owned, used or held for use by any member of the Group which is material to the

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Agila Business, and no such claim has been asserted or threatened against any Person by the Seller or, so far as the Seller is aware, by any other Person *** prior to the date of this Agreement.

9.5 Confidential information

9.5.1 So far as the Seller is aware, except in the Ordinary Course of Business, in dealings with a regulatory authority or under an obligation of confidence, no material confidential information or Know-how relating to the Agila Business has been disclosed, or permitted, undertaken or arranged to be disclosed to any Person.

9.5.2 So far as the Seller is aware, nothing done or omitted to be done by any of the members of the Group or the Seller's Group with respect to any Group Company and/or the Agila Business has breached, or is breaching, any right of any third party to confidence.

10. DATA PROTECTION

Each Group Company has complied in all material respects with all applicable Data Protection Laws. No claims have been asserted or, so far as the Seller is aware, threatened against any Group Company alleging a violation of any Person's privacy or personal information or data rights and, so far as the Seller is aware, nothing has been done or omitted to be done and no circumstances exist which could give rise to any Proceeding, action or claim in connection with the applicable Data Protection Laws.

11. INFORMATION TECHNOLOGY

11.1 Identification and Rights

11.1.1 Complete and accurate details (in all material respects) of all Information Technology Systems are contained in the Data Room.

11.1.2 All Information Technology Systems and Software are:

(A) legally and beneficially owned by the Group or in relation to Software is owned by or licensed to the Group;

(B) in the sole and exclusive possession and control of the Group; and

(C) free from any charge, mortgage or Encumbrance, and are not the subject of any agreement for lease, hire, hire purchase, sale on deferred terms or any other similar arrangement.

11.1.3 The source code and relevant data sets for all Software, other than Shrinkwrap Software, is either held by the Group or in escrow on behalf of the Group. The source code includes all documents and other materials necessary to allow a reasonably skilled programmer to make modifications to or enhancements of the Software.

11.1.4 Each Group Company holds all the rights necessary to use the Information Technology Systems in the manner in which they are used by that Group Company.

11.2 Information Technology Agreements

11.2.1 Complete and accurate details (in all material respects) of all material subsisting agreements relating to the Information Technology Systems, including all material insurance policies, licence, lease, development, maintenance, support, escrow, security, disaster recovery, website hosting, outsourcing, facilities management, utilisation, bureau, on line services and service agreements (the "Information Technology Agreements") are contained in the Data Room.

11.2.2 Neither the Seller nor, so far as the Seller is aware, any other party to an Information Technology Agreement is in material breach of such Information Technology Agreement and each Information Technology Agreement is valid, subsisting and legally enforceable against the parties to it.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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11.3 Software

The Seller has taken reasonable steps at all times to ensure that all Software and data residing on its computer networks or licensed or otherwise distributed to customers is free of viruses and other disruptive technological means. The Software created by the Seller or any of its Affiliates does not contain any computer code or, so far as the Seller is aware, other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any Software or hardware or other business processes or to misuse, gain unauthorized access to or misappropriate any business or personal information, including worms, bombs, backdoors, clocks, timers, or other disabling device code, or designs or routines that cause the Software or information to be erased, inoperable, or otherwise incapable of being used, either automatically or with passage of time or upon command.

11.4 Functionality

The Information Technology Systems:

11.4.1 are materially in satisfactory working order and fit for the purpose intended for the Agila Business;

11.4.2 have not suffered any material error, breakdown, failure or security breach in the last two years which has caused any material disruption or damage to the Agila Business of the Group;

11.4.3 of a regulated nature (cGxP) included with the Group are validated to a standard commensurate with the expectations of regulatory agencies such as the FDA. Software change control is current, and the required related documentation is current and either included with or in control of the Group; and

11.4.4 and data used to host relevant regulated, manufacturing and financial data that may be required to support an audit, recall or similar activity are included in the Group. This extends to any archived data sets for previous versions of relevant software.

12. COMMERCIAL ARRANGEMENTS AND CONDUCT

12.1 List of material contracts

The Data Room contains copies of each of the following (each, a "Material Contract"):

12.1.1 material contract of guarantee or indemnity pursuant to which any Group Company guarantees or indemnifies the performance of any obligation by any Person other than another Group Company;

12.1.2 joint venture or partnership agreement or agreements for material acquisition or disposal of shares to which any Group Company is a party;

12.1.3 material agreement or arrangement between any Group Company and a major distributor, supplier or customer of the Group;

12.1.4 sale or purchase option or similar agreement or arrangement affecting any material assets owned or used by any Group Company or by which it is bound, except for sales of product inventory in the Ordinary Course of Business;

12.1.5 material contract by and among any Group Company, on the one hand, and the Seller, any Affiliate of the Seller, or any officer or director of any Group Company, the Seller, or any Affiliate of the Seller, on the other hand;

12.1.6 agreement or arrangement of any Group Company containing any covenant limiting the right of the Company or a Subsidiary to engage in any line of business or to compete (geographically or otherwise) with any Person, granting any exclusive rights to make, sell or distribute any of the Relevant Products, granting any "most favored nation" or similar rights, containing any right of

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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first offer or right of first negotiation, or otherwise prohibiting or limiting the right of the Company or a Subsidiary to make, sell or distribute any Relevant Products;

12.1.7 settlement agreement with respect to any pending or threatened Proceeding entered into by any Group Company or Seller or a member of the Seller's Group (relating to the Agila Business) within 24 months prior to the date of this Agreement to the extent there is a material obligation outstanding under such settlement agreement;

12.1.8 material written warranty, guarantee or other similar agreement with respect to contractual performance extended by any Group Company other than in the Ordinary Course of Business; and

12.1.9 material liability, obligation or commitment (other than those listed in paragraphs 12.1.1 to 12.1.8 above) on the part of any Group Company (including a capital commitment) which:

(A) is incapable of performance within 12 months from the date of Agreement; or

(B) has not been incurred in the Ordinary Course of Business; or

(C) contains any onerous or unusual terms; or

(D) is, or is likely to be, of major significance to the Group or the Agila Business.

12.2 Validity of Material Contracts

The Data Room contains an accurate and complete copy (in all material respects) of each Material Contract. With respect to each such Material Contract:

12.2.1 the Material Contract is legal, valid, binding, enforceable, duly registered (if applicable) and sufficiently stamped and in full force and effect except to the extent it has previously expired in accordance with its terms, and has been entered into on an arm's length basis;

12.2.2 neither the Seller, nor, so far as the Seller is aware, any other party to the Material Contract is in material breach or default under the Material Contract and, so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would constitute a material breach or default by the Seller or the applicable Group Company or by any such other party; and

12.2.3 so far as the Seller is aware, no event has occurred or circumstance exists that (with or without notice, lapse of time or both) would give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, imposition of additional material obligations or loss of rights under, result in any payment becoming due under, result in the imposition of any Encumbrances on the assets of any Group Company under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under, the Material Contract, nor has the Seller given or received any written notice or other written communication alleging the same.

12.3 Effect of Agreement on Material Contracts

There is no Material Contract which shall or may be breached, rescinded, terminated or accelerated (whether after the giving of notice or the lapse of time or both) as a result of the execution and/or performance of this Agreement (or Completion) or of any other Transaction Document.

12.4 Capital expenditures

There are no agreements or arrangements of any Group Company for capital expenditures ***.

13. LITIGATION, ETHICS AND INSURANCE

13.1 Legalproceedings

Apart from normal debt collection, no Group Company is engaged or proposing to engage in any litigation, arbitration, prosecution or other legal Proceedings, and there are no claims or actions

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(whether criminal or civil) in progress, outstanding, pending or threatened in writing, against any Group Company or the Seller (in respect of the Agila Business) or any assets or directors of any Group Company and, so far as the Seller is aware, there are no facts, matters or circumstances which are reasonably likely to give rise to Proceedings.

13.2 Unlawful acts by Company

No Group Company and, so far as the Seller is aware, none of their directors, officers or employees has by any act or default committed:

13.2.1 any criminal or unlawful act in connection with the business of the Group;

13.2.2 any breach of trust or fiduciary duty in relation to the business or affairs of the Group.

13.3 Official investigations

No governmental, regulatory or official investigation or inquiry concerning any Group Company is in progress or threatened and, so far as the Seller is aware, there are no circumstances which are likely to give rise to any such investigation or inquiry.

13.4 Ethics, bribery and corruption

13.4.1 No Group Company and, so far as the Seller is aware, none of their directors, officers or employees has, directly or indirectly, given, made, offered or received or agreed (either themselves or in agreement with others) to give, make, offer or receive any payment, gift, contribution, expenditure or other advantage:

(A) which would violate any Applicable Laws in relation to bribery or corruption; or

(B) to or for a Public Official with the intention of: (i) improperly influencing any act or decision of such Public Official; (ii) inducing such Public Official to do or omit to do any act in violation of his lawful duty; or (iii) securing any improper advantage, in each case in order to obtain or retain business with or direct business to any Person,

(a "Corrupt Act").

13.4.2 For the purposes of this paragraph 13.4, "Public Official" includes, without limitation, any Person holding, representing or acting on behalf of a Person holding a legislative, administrative or judicial office, and any Person employed by, representing or acting on behalf of a government, department thereof, public agency or enterprise, public international organisation, or state owned enterprise, any representative or official of a political party or any candidate for any political office or any official or employee of any state hospital, agency or health care institution.

13.4.3 So far as the Seller is aware, no agent of any Group Company has committed a Corrupt Act in connection with the business of the Group Company.

13.4.4 No Group Company has been investigated (or is being investigated or is subject to a pending investigation) nor, so far as the Seller is aware, none of the directors, offices employees or agents of any Group Company has in relation to a Corrupt Act by any law enforcement, regulatory or other governmental agency, or has admitted to, or been found by a court in any jurisdiction to have engaged in, any Corrupt Act, or has been debarred from bidding for any contract or business in connection with the commission of any Corrupt Act, and, so far as the Seller is aware, there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment.

13.4.5 Neither the Seller, nor any of its Affiliates nor any of their respective directors, agents, employees or any other Persons for whose acts it is vicariously liable has maintained or maintains secret accounts, off the books accounts, accounting ledgers or undisclosed cash (being accounts, accounting ledgers or cash which are not recorded in the company's books and records), in each case, with respect to the Agila Business.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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13.4.6 No Group Company has conducted (or is conducting) an internal investigation in relation to any allegations in respect of a Corrupt Act and no employee has reported a violation in respect of any such matters. The Seller has put in place satisfactory procedures to prevent a Corrupt Act from taking place or being committed.

13.5 Insurance policies

13.5.1 All current policies of insurance taken out in connection with the Agila Business have been disclosed in the Data Room.

13.5.2 The insurances under such policies are in full force and effect and all premiums payable to date have been paid and, so far as the Seller is aware, there are no circumstances which might lead to the insurers avoiding any liability under them.

14. CORPORATE ORGANISATION AND BUSINESS

14.1 Constitutional documents

The copies of the constitutional documents of the Group Companies delivered to the Purchaser are true and complete copies in all material respects.

14.2 Statutory books and registers

The statutory books and registers of each Group Company are accurate and up to date in all material respects in accordance with Applicable Laws.

14.3 Compliance with law

14.3.1 All legal and regulatory requirements under Applicable Laws have been complied with in all material respects in connection with the formation of each Group Company and with issues of their shares and other securities, and each Group Company and its officers have complied, in all material respects, with all legal requirements as to filings, Registrations, Governmental Authorisations and other formalities. The Seller and its Affiliates with respect to the Agila Business, and each Group Company have complied in all material respects with Applicable Law.

14.3.2 ***, none of the Seller or any of its Affiliates has received with respect to the Agila Business or any of the Group Companies any written notice or other written communication from any Governmental Authority or any other Person regarding any actual, alleged or potential violation of, or failure to comply with, any Applicable Laws, Judgment, Registration or Governmental Authorisation, any actual or threatened revocation, withdrawal, suspension, cancellation, termination or modification of any Registration or Governmental Authorisation, or any actual, alleged or potential obligation on the part of the Seller or any of its Affiliates to undertake, or to bear all or any portion of the cost of, any remedial action of any nature or any actual or, so far as the Seller is aware, potential obligation on the part of the Seller or any of its Affiliates to perform a sample collection, in each case which is material with respect to the Agila Business or any of the Group Companies.

15. EMPLOYEES

15.1 General

References in this paragraph 15 to agreements, arrangements, or practices shall include any such agreements, arrangements, or practices whether oral or written, whether express or implied, and whether contractual, discretionary or customary.

15.2 Disclosure of material facts

15.2.1 The following facts and matters relating to the employment or termination of employment of the Employees have been disclosed in the Data Room, anonymised to the extent required by Applicable Law save in relation to directors (whose consent to disclosure shall have been obtained):

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(A) any entitlement of any Employee conditional on a change in the control (howsoever defined and to include a disposal of all or substantially all of the business and assets of the relevant company) of the employing company or of another company including without limitation any entitlement of any Employee to resign without notice or to treat himself as dismissed or released from any obligation or to receive any payment, additional period of notice or other benefit whatsoever;

(B) all remuneration and benefits to which Employees of each Group Company are entitled, including but not limited to salary, pension, insured benefits or benefits in kind;

(C) any bonus schemes, commission schemes, share incentive schemes, share option schemes or profit share schemes and entitlements under these schemes and any agreement, arrangement or practice under which any Employee may receive any shares, share options, payment or other benefit by reference to performance (whether individual or collective performance) or otherwise.

15.2.2 Copies of all service agreements and terms of appointment with directors and Senior Employees of each Group Company, together with all amendments, variations or supplements thereto, have been provided in the Data Room together with a schedule of all current rates of remuneration and entitlement to benefits of all such directors and Senior Employees.

15.2.3 Copies of all standard form contracts of employment applicable to any category of Employees, identified by category of Employees to which they apply, have been provided in the Data Room, together with a copy of all contracts of employment with Employees which are not in the standard form applicable to the relevant category of Employees. There are no material differences to such standard form contracts.

15.2.4 Copies of current versions of all staff handbooks, policies and procedures applicable to an Employee have been provided in the Data Room. Copies of all employee benefit plans, programs, agreements and arrangements covering an Employee, consultant or director of a Group Company (a "Group Company Benefit Plan"), as well as, with respect to each such item, its most recent annual and actuarial reports, summary plan description, trust and tax qualification letter.

15.2.5 No Senior Employee has given notice of the termination of their employment or engagement with any Group Company or is under notice of dismissal and, so far as the Seller is aware,no Senior Employee intends to terminate his or her employment whether in connection with the transactions contemplated by this Agreement or any other Transaction Document or otherwise.

15.2.6 There is no agreement in relation to the secondment of personnel from a third party to any Group Company or from any Group Company to a third party.

15.2.7 So far as the Seller is aware, all Employees are employed or engaged by a Group Company and wholly or mainly dedicated to performing duties for or providing services to the Agila Business. There are no Employees who are employed by a Group Company who are not wholly or mainly dedicated to performing duties for or providing services to the Agila Business.

15.2.8 There is no agreement for the provision directly or indirectly to any Group Company in return for remuneration, of the services of any consultant, contractor, or other individual(s) other than an Employee of that Group Company.

15.2.9 No Senior Employee is on secondment, parental leave, long term sickness absence or other leave of absence and, so far as the Seller is aware, there is no former Employee who has, or may have, a statutory or contractual right to return to work for any Group Company.

15.2.10 All basic pay increases owed to the Employees have been implemented and all compensation, bonus and allowance payments due and payable for periods ending prior to the date hereof have

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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been paid to the Employees and all equity, share incentive, share options, and profit share grants authorised prior to the date hereof, if any, have been granted to the Employees.

15.2.11 The Seller and all Group Companies are in compliance with all Applicable Laws relating to employment and employment practices, including but not limited to all laws regarding terms and conditions of employment, health and safety at work, wages, working time, child labour, immigration, equal opportunities and discrimination in employment, disability rights or benefits, plant closures and layoffs, affirmative action, remuneration, pension and benefits, workers compensation labour relations, employee absence and dismissal.

15.2.12 So far as the Seller is aware, no Employee is in any respect in violation of any term of any employment agreement, non-disclosure agreement, implied duty of confidentiality, fiduciary duty, non-competition agreement, restrictive covenant or other obligation: (a) to any Group Company or (b) to a former employer of the Employee relating to the right of such Employee to be employed or engaged by such Group Company or that might restrict such Employee's ability to perform his or her duties or provide his or her services to such Group Company.

15.2.13 The Seller is not nor has it been a party to or bound by any collective bargaining, works council, employee representative or other contract with any labour union, works council or representative of any employee group with respect to any Employees, nor is any such contract being negotiated by the Seller. So far as the Seller is aware, there has been no organisation of, election for or other activities made or threatened at any time within the past two years by or on behalf of any union, works council, employee representative or other labour organisation or group of employees with respect to any Employees. There is no union, works council, employee representative or other labour organisation, which, pursuant to Applicable Laws, must be notified, consulted or with which negotiations need to be conducted and consent obtained in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents. There are no pending or, so far as the Seller is aware, threatened, or anticipated strikes, work stoppages, work slowdowns, or adverse work actions or material grievances involving any Group Company.

15.2.14 The Seller has complied with all labour and employment legislation and regulations, including without limitation, regarding registration of employees, payment of salary, benefits, pension, retirement, working hours, salary parity, collective bargaining, occupational health and safety, temporary job tenure, work-related accidents and illnesses, FGTS, or social security and other associated labor matters.

15.2.15 In respect of all operations in Brazil, there are no labour, employment, pension or benefit related lawsuits, charges, claims, or contingent liabilities, including without limitation, regarding labour standards infractions and/or Labour Prosecutions Services and/or successor liabilities other than the matters addressed in Labour Court and Regional Labour Appeal Court certificates produced by the Seller prior to Completion.

15.2.16 All material facts and matters (including all material particulars of any outstanding negotiations for such) relating to all collective and other agreements with any trade union, staff association, or works council, employee representatives or other body representing all or any of the Employees and all agreements concerning the provision of information directly to, and/or the seeking of views directly from, all or any of the Employees have been disclosed in the Data Room.

15.2.17 All material particulars of the extent to which anybody is recognised by each Group Company for the purposes of collective bargaining or, within the last two years, has claimed or sought such recognition or has been de-recognised, have been disclosed in writing to the Purchaser.

15.2.18 Each Employee has all work permits, immigration permits, visas or other authorizations, each as required by Applicable Law for such Employee. The consummation of the Transaction will not cause any such Employee to cease to hold work permits, immigration permits, visas or other

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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authorizations required for such Employee to continue to be employed by the applicable Group Company.

15.2.19 Each Group Company Benefit Plan has been operated and administered in all material respects in accordance with its terms and Applicable Law.

15.2.20 No Group Company Benefit Plan provides medical or similar benefits for periods extending beyond retirement or termination of service, other than coverage mandated by Applicable Law.

15.2.21 There are no pending or, so far as the Seller is aware, threatened or anticipated claims by or on behalf of any Group Company Benefit Plan, or by any participant or beneficiary covered thereunder, other than routine claims for benefits.

15.3 Agreements

No Group Company has entered into and there is not in effect:

15.3.1 any agreement in relation to making any payments (other than emoluments) to or on behalf of any of its directors, Employees or former Employees;

15.3.2 any contract of employment with any Employee which contains a notice period of more than three months or which entitles the employee to compensation exceeding the value of three months' gross remuneration if terminated without notice;

15.3.3 any agreement imposing an obligation on any Group Company to make any bonus or incentive payments (whether or not in cash form) or provide any benefits in kind or any payments under a profit sharing scheme to or on behalf of, any of its employees at any future date;

15.3.4 any agreement for the making of any payment or the provision of any benefit on or after the termination of employment or retirement of any Employee or former Employee (whether pursuant to any contract of employment, collective agreement, custom and practice, enhanced redundancy policy, occupational pension scheme or otherwise) beyond any obligation to make a statutory redundancy payment or other mandatory severance payment in accordance with Applicable Law; or

15.3.5 any payment which would be triggered by the transactions contemplated by this Agreement or any of the other Transaction Documents.

15.4 Disputes

15.4.1 No dispute has arisen within the last two years between any Group Company and any recognised trade union, staff association, or works council, employee representatives or other body representing or seeking to represent any Employee and, so far as the Seller is aware there are no circumstances which might give rise to such a dispute.

15.4.2 No Group Company is party to any Actions brought by or in relation to any Employee, no such Actions have been brought in the last two years and, so far as the Seller is aware there are no circumstances which might give rise to such a dispute or Action.

16. INCENTIVES

16.1 There are no arrangements in place pursuant to which the Purchaser or any Group Company is or would be under any obligation to pay to the Seller or any member of the Seller's Group any amounts in connection with the participation by an Employee in any Employees' Incentive Plan.

16.2 There are no disputes with any revenue authorities (wherever situate) regarding any compliance issue or outstanding Tax or social security issue in respect of the Employees' participation in the Employees' Incentive Plan.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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17. PENSIONS

There is no arrangement to which any Group Company contributes, is bound to contribute or could be required to contribute or make any payment to, either now or in the future under which benefits of any kind are payable to or in respect of any of the Employees or any former Employees of any Group Company or any dependant of any Employee or former Employee of such Group Company on retirement, death or disability or on the attainment of a specified age or on the completion of a specified number of years of service nor has any proposal been announced (or any promise made) to establish any such agreement or arrangement and to the extent that any such agreement or arrangement existed in the past, no Group Company has any subsisting liability in respect of it. Without limiting the generality of the foregoing, no Group Company has or could have any liability under Title IV of ERISA.

18. MATERIAL CUSTOMERS AND SUPPLIERS

18.1 Material Customers

18.1.1 Neither the Seller nor any Group Company has received any notice, and, so far as the Seller is aware, no Material Customer has:

(A) ceased, or shall cease entirely, to buy the products of the Agila Business;

(B) substantially reduced, or shall substantially reduce, the purchase of products of the Agila Business; or

(C) sought, or is seeking, to reduce the price it shall pay for products of the Agila Business by a material amount, including in each case after the consummation of the transactions contemplated by this Agreement.

18.1.2 So far as Seller is aware, no Material Customer has threatened to take any action described in paragraph 18.1.1 as a result of the consummation of the transactions contemplated by this Agreement.

18.1.3 All sales made to Material Customers within the 12 month period ended the date hereof in respect to the Agila Business have been made in the Ordinary Course of Business.

18.1.4 For the purposes of this paragraph 18.1, "Material Customers" shall mean the top fifteen (15) customers of the Agila Business by reference to the revenues for the 12 month period ended 31 December 2012, and "Material Customer" shall be construed accordingly.

18.2 Material Suppliers

18.2.1 Neither the Seller nor any Group Company has received any notice from a Material Supplier of any material adverse changes in the price of ordered raw materials, supplies, merchandise or other goods or services related to the Agila Business within the period of 12 months ending on the date of this Agreement.

18.2.2 Neither the Seller nor any Group Company has received any notice nor has any reason to believe that a Material Supplier shall not sell raw materials, supplies, merchandise and other goods and services to the Purchaser immediately after the Completion on terms and conditions materially similar to those used in its current sales to the Seller or any Group Company, subject to fluctuations in prices affecting the pharmaceutical market generally.

18.2.3 So far as the Seller is aware, no Material Supplier has threatened to take any action described in paragraph 18.2.1 or 18.2.2 as a result of the consummation of the transactions contemplated by this Agreement.

18.2.4 During the 24 month period prior to the date of this Agreement, there has not occurred any material shortage, or failure to supply, of any active pharmaceutical ingredient relating to a product of any

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Group Company or Seller or its Affiliates (that is or will be material to the Agila Business) or with respect to any Material Supplier.

18.2.5 For the purposes of this paragraph 18.2, "Material Suppliers" shall mean the top fifteen (15) suppliers of raw materials, supplies, merchandise to the Agila Business by reference to the aggregate purchase price for the 12 month period ended 31 December 2012, and "Material Supplier" shall be construed accordingly.

19. SELLER BROKERS OR FINDERS

Neither the Seller nor any Person acting on behalf of the Seller or its Affiliates has incurred any Liability on behalf of any Group Company to pay any fees or commissions to any broker, finder or agent or any other similar payment in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

20. PROMOTER BROKERS OR FINDERS

No Promoter nor any Person acting on behalf of a Promoter has incurred any Liability on behalf of any Group Company to pay any fees or commissions to any broker, finder or agent or any other similar payment in connection with any of the transactions contemplated by this Agreement or the other Transaction Documents.

21. INFORMATION AND DISCLOSURE

The Seller does not have any knowledge of any fact or circumstance that has specific application to the Seller or the Agila Business that has a Material Adverse Effect that has not been set out in this Agreement, the Transaction Documents or the Schedules.

22. REGULATORY / PRODUCT LIABILITY

22.1 All of the Relevant Products are and have been developed, manufactured, tested, packaged, labelled, held, stored, distributed, marketed, imported, exported and sold, in all material respects in accordance with (i) the requirements, specifications and standards contained in the relevant Product Registration and (ii) all Applicable Laws.

22.2 The Seller has delivered to the Purchaser true and complete copies of all Product Registrations, Regulatory Information and any other data, documents, clinical studies, product dossiers, pre-clinical studies, or correspondence, in each case of a material nature, with Regulatory Agencies (including but not limited to all reports of inspection), complaints, and reports or notices of adverse events in the Seller's possession or control regarding or related to any of the Relevant Products or the Agila Business. The Seller or a Group Company has prepared, maintained and retained all Product Registrations that are required to be maintained or reported pursuant to and in accordance with Applicable Law, including but not limited to all Product Registrations required for the Relevant Products and all Product Registrations required for the conduct of the Agila Business, and all information contained in such Product Registrations is complete and accurate in all material respects.

22.3 (i) The Seller or a Group Company holds and has held all Product Registrations necessary for the Relevant Products and for the lawful operation of the Agila Business including all applicable authorisations, registrations and licences under any Applicable Regulatory Law, and any other authorisation required by any Regulatory Agency, and (ii) all such Product Registrations are and have been valid and in full force and effect Since 31 December 2010, there has not occurred any material violation of, default (with or without notice or lapse of time or both) under, or event giving to any third party any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Product Registration. The Seller is and has been in compliance in all material respects with the terms of all Product Registrations, and no event has occurred that,

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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so far as the Seller is aware, would reasonably be expected to result in a material penalty under or the revocation, cancellation, non-renewal or adverse modification of any Product Registration. No proceeding is pending or, so far as the Seller is aware, threatened regarding the revocation, cancellation, non-renewal or adverse modification of any such Regulatory Approval, including but not limited to all Regulatory Approvals relating to any *** issued by or on behalf of the Agencia Nacional de Vigilancia Sanitaria (ANVISA) or any other Regulatory Authority in Brazil.

22.4 The Seller has completed and filed all reports, trials, studies, dossiers, documents, claims, permits, supplements, amendments and notices, including, without limitation, of all serious adverse events obtained or so far as the Seller is aware, otherwise received relating to the Relevant Products from any source, in the United States or outside the United States, required by any Regulatory Agency and Governmental Authority in order to maintain the Product Registrations. All such reports, documents, claims, permits, supplements, amendments and notices were complete and accurate in all material respects on the date filed (or were corrected in or supplemented by a subsequent filing). With respect to the Agila Business, neither the Seller nor so far as the Seller is aware, any officer, employee, agent or distributor of the Seller, has made an untrue statement of a material fact or a fraudulent statement to any Governmental Authority, failed to disclose a material fact required to be disclosed to any Governmental Authority, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for any Governmental Authority or any other Regulatory Agency to invoke any policy regarding fraud, improbity act, untrue statements of material facts or bribery.

22.5 With respect to the Agila Business, neither the Seller, nor so far as the Seller is aware, any officer, employee, agent or distributor of the Seller or any Group Company, nor either Promoter, has been convicted of any crime or engaged in any conduct for which debarment is mandated or permissible by any Applicable Regulatory Law, nor has the Seller or, so far as the Seller is aware, any such officer, employee, agent or distributor been debarred pursuant to any Applicable Regulatory Law.

22.6 With respect to the Agila Business, neither the Seller, nor so far as the Seller is aware, any officer, employee, agent or distributor of the Seller or any Group Company, has been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in the federal health care programs under any Applicable Regulatory Law or program, nor has the Seller or, so far as the Seller is aware, any such officer, employee, agent or distributor been so excluded under any Applicable Regulatory Law or program.

22.7 No Regulatory Agency or Governmental Authority has commenced or, so far as the Seller is aware, threatened to initiate any action alleging any violations of any payor "fraud and abuse," consumer protection and false claims statutes and regulations or any pricing or rebate reporting requirements or to seek exclusion, whether voluntary or otherwise, of the Seller, its employees, and/or the Seller's relevant Affiliates from participation in any program funded by a Governmental Authority and/or public bids. Neither the Seller nor, so far as the Seller is aware, any employee of any Seller Group Company or of any Group Company, has received any written notice to such effect.

22.8 Since 31 December 2010, neither the Seller, its Affiliates nor, as far as the Seller is aware, any of its key distribution partners has voluntarily or involuntarily initiated, conducted or issued, or, so far as the Seller is aware, caused to be initiated, conducted or issued, nor, so far as the Seller is aware, has any Regulatory Agency or other third party caused to be initiated, conducted or issued, any recall, field alert, field correction, market withdrawal or replacement, safety alert, warning, "dear doctor" letter, safety alert or other notice or action relating to an alleged lack of safety, efficacy or regulatory compliance of any Relevant Product. So far as the Seller is aware there are no facts which are reasonably likely to cause: (i) the recall, market withdrawal or replacement of any Relevant Product sold or intended to be sold by any Group Company; (ii) a change in the regulatory status, marketing classification or a material change in the labelling of

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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any such Relevant Products; or (iii) a termination, revocation, non-renewal, adverse modification or suspension of the development, testing, manufacturing, packaging, labelling, storage, distribution, import, export, sale, or marketing of such Relevant Products.

22.9 Since December 31, 2010, neither the Seller nor any Group Company has received any notice that any Regulatory Agency or Governmental Authority has: (i) commenced, threatened to initiate, or is likely to initiate any action to request the recall of any Relevant Product sold or intended to be sold by any Group Company; (ii) commenced, threatened to initiate, or is likely to initiate any action to enjoin manufacture or distribution of any Relevant Product sold or intended to be sold by any Group Company; or (iii) issued, threatened to issue, or is likely to issue any demand letter, finding of deficiency or non-compliance, adverse audit observations, or adverse inspection report in respect of any Relevant Product or the Agila Business.

22.10 Since December 31, 2010, neither the Seller nor any Group Company has received any warning letters or similar correspondence from any Regulatory Agency or Governmental Authority regarding inappropriate advertising, distribution, storage, manufacture or marketing of a Relevant Product or any written notice of any actual or potential violation of Applicable Law with respect to any Relevant Product, except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Agila Business. The Seller has prepared, submitted and complied with complete (in all material respects) and timely responses and, as applicable, corrective action plans, required to be prepared and submitted in or complied with in response to all inspections, examinations, defects, complaints, adverse reactions, correspondence from any Regulatory Agency, and audits by any Regulatory Agency or customer.

22.11 Since December 31, 2010, there have been no audits, inspections, examinations or, so far as the Seller is aware, investigations by a Governmental Authority (other than in respect of Taxes or FDA, cGMP or other health authority inspections in the Ordinary Course of Business that have not resulted in significant findings or enforcement activity) relating to the Agila Business or its assets.

22.12 Neither the Seller nor any Group Company is enrolled as a supplier or provider under Medicare, Medicaid, or any other governmental health care program or third-party payment program or a party to any participation agreement for payment by any such governmental health care program or third-party payment program.

22.13 There are not currently any government rebate programs applicable to the sale of any Relevant Product, including but not limited to programs with respect to government claims for Relevant Products. Since December 31, 2010, the Seller has fulfilled all of its material obligations under the agreements and contracts executed with Governmental Authorities and so far the Seller is aware, there are no factsor circumstances which are reasonably likely to cause the Subsidiary to be prevented from participating in tenders for contracts with Governmental Authorities or be penalised in any material way under the agreements executed with public entities.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Part 2TAX WARRANTIES

1. ACCOUNTS

1.1 All material direct and indirect tax as imposed by the Applicable Laws relating to Taxation as applied in the jurisdiction in which the relevant Group Company is incorporated or is otherwise subject to Taxation in respect of:

1.1.1 income, profits or gains (as computed for Taxation purposes) of each Group Company arising or accruing or deemed for Taxation purposes to arise or accrue on or before 31 December 2011; and

1.1.2 any transactions of a Group Company effected, or deemed for Taxation purposes to be effected, on or before 31 December 2011,

has either been paid or adequately provided for or disclosed in the relevant Individual Accounts.

1.2 The amount of the provision for deferred Taxation liabilities in respect of each Group Company in the Individual Accounts was, at 31 December 2011, adequate and in accordance with the accounting policies stated in them and commonly adopted in respect of companies carrying on a business similar to that carried on by any relevant Group Company.

1.3 Each Group Company has duly submitted all claims and disclaimers which have been assumed to have been made for the purpose of computing any provision for Tax in the relevant Individual Accounts.

2. EVENTS SINCE 31 DECEMBER 2011

Since 31 December 2011, no disposal has taken place or other event occurred which will or may have the effect of crystallising a material liability to Taxation in any Group Company which should have been included in the provision for deferred Taxation contained in the relevant Individual Accounts if such a disposal or other event had been planned or predicted at the date on which the relevant Individual Accounts were drawn up.

3. DISPUTES, RECORDS, CLAIMS, CLEARANCES

3.1 For the six years prior to the date of this Agreement, each Group Company, has within the time limits prescribed by the relevant legislation, duly paid all material Tax, made (and where necessary submitted) all returns, computations, given all notices, claims, disclaimers and material information to any Tax Authority as are required in each case for the purposes of any legislation relating to Tax, and all such returns, computations, notices, claims, disclaimers and information were and remain complete and accurate in all material respects, were made on a proper basis and are not the subject of any material dispute with any Tax Authority.

3.2 No Group Company has been liable to pay any material penalty, interest, surcharge or fine in connection with any Tax nor, so far as the Seller is aware, are there any circumstances by reason of which a Group Company is likely to become liable to pay any such penalty, interest, surcharge or fine.

3.3 No Group Company is involved in any dispute with any Tax Authority concerning any matter which is likely to materially adversely affect any Group Company and, so far as the Seller is aware, there are no facts which are likely to cause such an investigation to be instituted or such a dispute to arise.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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3.4 The Tax provision and the corresponding amounts recognised in the Individual Accounts in respect of the Tax provision for each Group Company does not depend in any way on any clearance, concession, agreements (including agreements for the deferred payment of any Tax liability) or other formal or informal (that is, an arrangement which is not based on, published extra-statutory concessions and published statements of practice) arrangement with or obtained from any Tax Authority.

3.5 Each Group Company has prepared, kept and preserved complete, accurate and up-to-date records both as required by Applicable Law and to enable it to deliver correct and complete Tax returns (together with all attachments thereto as required by Applicable Law) and to calculate any present liabilities to Tax of the Group or any Group Company or the entitlement of the Group or any Group Company to claim any relief from Tax for periods that end on or before Completion.

3.6 Each Group Company has in its possession sufficient records and information relating to past events to calculate the liabilities to Tax which would arise on any disposal or on the realisation of any asset owned at the Accounts Date and no member of the Group has disposed of or acquired any material asset in circumstances such that a price other than the price actually paid for such asset may be substituted for Tax purposes.

4. DEDUCTIONS OR WITHHOLDINGS

4.1 Each Group Company has duly complied in material respects with all statutory requirements to deduct or withhold Taxation from any payments it has made and has properly accounted to the relevant Tax Authority for any such Taxation which ought to have been accounted for prior to the date hereof.

4.2 The Disclosure Letter contains details of all sums payable under any obligation incurred by any Group Company prior to the date hereof and which will continue to bind the relevant Group Company after Completion from or in respect of which that Group Company is obliged to deduct, withhold or otherwise account for any amount in respect of or representing Tax.

5. GROUPS AND EXIT CHARGES

5.1 No Group Company has entered into or agreed to enter into any arrangement or election with another Group Company or any other company in respect of any liability to Tax incurred or treated as incurred by another Group Company.

5.2 The execution of this Agreement or Completion will not result in any degrouping or other exit tax charge against any Group Company in respect of any assets held by a Group Company at Completion;

6. TRANSFER PRICING

No transaction or arrangements involving any Group Company and connected or associated Persons have taken place or are in existence which included or include terms which are different to those which would have been agreed between independent parties transacting at arm's length and are not such that the prices charged or received by any Group Company pursuant to the transaction or arrangements have been or could be the subject of any dispute with any Tax Authority.

7. STAMP TAXES AND TRANSFER TAXES

All documents of which a Group Company may be interested in enforcing in judicial, arbitral, regulatory, administrative or any similar Proceedings have been duly stamped and no stamp or other documentary or transaction duties or other transfer Taxes arise as a result of the execution or completion of this Agreement or any other Transaction Document.

8. RESIDENCE

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8.1 Each Group Company has at all times since its incorporation been resident for Taxation purposes in the country in which it was incorporated and nowhere else and will be so resident at Completion and does not have a branch, agency, permanent establishment in a jurisdiction other than the jurisdiction of its incorporation.

8.2 No Group Company is subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a branch, agency or permanent establishment in that jurisdiction or other place of business in that jurisdiction, and is not liable for any Tax as the agent of any other Person or business and does not constitute a branch, agency or permanent establishment of any other Person, business or enterprise for any Tax purpose.

9. TAX AVOIDANCE

9.1 No Group Company has been a party to nor otherwise involved in any transaction, scheme or arrangement the main purpose or object or one of the main purposes or objects of which was to avoid, reduce or defer a liability to Tax.

9.2 No Group Company has been involved in any transaction or series of transactions which, or any part of which, may for any Tax purpose need to be specifically disclosed to a Tax Authority other than as part of routine periodic compliance or which is at risk of being disregarded, recharacterised or reconstructed by reason of any motive to avoid, reduce or delay a possible liability to Tax.

9.3 So far as the Seller is aware, no Group Company has participated in any "reportable transaction" within the meaning of Sections 6011, 6662A and 6707A of the Code.

10. TAX SHARING

10.1 No Group Company is bound by or party to (nor will it become bound by or party to) any Tax indemnity, Tax sharing or Tax allocation agreement in respect of which claims would not be time barred.

10.2 No Group Company has a liability to make any payment pursuant to an indemnity, guarantee or covenant entered into before Completion under which any Group Company has agreed to meet or pay a sum equivalent to or by reference to another Person's liability to Tax.

11. SECONDARY LIABILITIES

No transaction, act, omission or event has occurred (including without limitation the execution or implementation of this Agreement or any other Transaction Document) in consequence of which any Group Company is or may be held liable for any Tax or may otherwise be held liable for or to indemnify any Person in respect of any Tax which is primarily or directly chargeable against or attributable to any Person other than another Group Company.

12. EMPLOYEES

So far as the Seller is aware, each Group Company has properly withheld or deducted Tax on payments made to (or treated as being made to) individuals including any Employees, either as employees, ex-employees or under contractor agreements and has properly paid all Tax that it is required to withhold or deduct and/or account for and has complied with payroll Tax and contributions reporting requirements in each country in which it is subject to such requirements. Where a Group Company was obliged to report to any Tax Authority on the amount of income paid to such individuals, either as employees, ex-employees or under contractor agreements rather than withhold Tax on payments made, any and all such reports were made timely and completely.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 9LIMITATIONS ON LIABILITY

1. DISCLOSURE; PURCHASER'S KNOWLEDGE

1.1 Neither the Seller nor the Promoters shall be liable in respect of a Claim to the extent that:

1.1.1 the facts and circumstances giving rise to the Claim are fairly disclosed in the Disclosure Letter ***

1.1.2 ***

2. TIME LIMITS

2.1 ***

2.2 ***

2.2.1 ***

2.2.2 ***

2.2.3 ***

2.3 ***

2.4 ***

2.4.1 ***

2.4.2 ***

3. MONETARY LIMITS

3.1 The aggregate amount of the liability of the Seller and the Promoters in respect of all claims and Tax Deed Claims under the Transaction Documents and the Tax Deed (as applicable) shall not exceed an amount equal ***

3.2 The aggregate amount of the liability of the Seller and the Promoters in respect of all General Claims (other than Fundamental Seller Warranty Claims or Fundamental Promoter Warranty Claims) and Tax Claims and all claims for indemnity for Environmental Losses and pursuant to Clause 14.1.7 shall not exceed ***

3.3 The aggregate amount of the liability of the Seller and the Promoters in respect of all Tax Deed Claims and all claims pursuant to Clause 14.1.8 shall not exceed ***

3.4 ***

3.5 ***

3.6 For the purposes of this Schedule 9, a number of Claims arising directly from the same or similar facts, subject matter, circumstances or events shall be treated as one individual Claim rather than a series of individual Claims.

4. PROVISION OF INFORMATION

4.1 Upon the Purchaser notifying the Seller and the Promoters of a claim under the Transaction Documents or a matter or event which may give rise to a claim the Purchaser shall and shall procure that each Group Company shall:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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4.1.1 give the Seller and the Promoters and their advisers such access, as the Seller and the Promoters reasonably request, to the personnel, records and information of each Group Company together with the right to examine and copy or photograph such assets, documents, records and information as the Seller and the Promoters reasonably require; and

4.1.2 subject to the Seller and, as the case may be, the Promoters entering into such hold harmless letters in favour of the statutory auditors or accountants as may reasonably be required, procure that the appointed and any former auditors or accountants of the Group Companies and the Group make available to the Seller and the Promoters and their advisers, their audit or other working papers in respect of any audit of the Individual Accounts or accounts of the Group Company or their working papers in relation to the limited review exercise conducted in respect of the Limited Review Accounts, in each case if such papers may be relevant to the claim or potential claim.

4.2 The Purchaser shall use its reasonable efforts to and shall procure that each Group Company shall use its reasonable efforts to keep safe all information, books, records, documents (including information in electronic form) relating to the relevant Group Company and its business which are or may be relevant in connection with any matter which may give rise to a claim under the Transaction Documents for the period within which any claim may be brought under this Agreement and after that for as long as any claim or potential claim remains outstanding.

5. PURCHASER'S ACTIONS

5.1 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for a breach of this Agreement by the Purchaser.

5.2 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim would not have arisen but for an act, omission or transaction occurring before Completion at the express written request or express written direction of the Purchaser.

6. CHANGES IN LAW, REGULATION, ACCOUNTING POLICIES AND PRACTICE

6.1 The Seller and the Promoters shall not be liable in respect of a claim under the Transaction Documents to the extent that the claim arises or is increased only as a result of:

6.1.1 ***

6.1.2 ***

6.1.3 ***

6.1.4 ***

7. INSURANCE

Where the Purchaser, or any Group Company (or any assignee or successor in title thereof) is or may be entitled to recover from its insurers any sum in respect of any matter or event which is likely to give rise to a claim under the Transaction Documents, the Purchaser shall or shall procure that the person so entitled shall use *** to recover that sum ***. The Purchaser shall keep the Seller and the Promoters reasonably and promptly informed of the conduct of such recovery. Any sum actually recovered by the Purchaser, or any Group Company from its insurers net of all costs incurred by the Purchaser or any Group Company in recovering such loss will reduce the amount of the claim by an equivalent amount. Notwithstanding the foregoing, the Purchaser shall not be obligated to seek recovery from its insurers in respect of a claim under the Transaction Documents prior to seeking recovery from the Seller and the Promoters for such claim.

8. MATTERS INCLUDED IN THE ACCOUNTS

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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***

9. SUMS RECOVERABLE FROM THIRD PARTIES

9.1 Where the Purchaser, or any Group Company (or any assignee or successor in title thereof) is or may be entitled to recover from any third party any sum in respect of any matter or event which is likely to give rise to a claim under the Transaction Documents, the Purchaser shall or shall procure that the person so entitled shall use its commercially reasonable endeavours to recover that sum (it being understood that the Purchaser may determine (acting reasonably) that it may not be commercially reasonable to pursue such recovery). The Purchaser shall keep the Seller and the Promoters reasonably and promptly informed of the conduct of such recovery. Any sum actually recovered by the Purchaser, or any Group Company (less any reasonable out of pocket expenses incurred by the Purchaser or any Group Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered) from any third party will reduce the amount of the claim by an equivalent amount. Notwithstanding the foregoing, the Purchaser shall not be obligated to seek recovery from a third party in respect of a claim prior to seeking recovery from the Seller or, as the case may be, the Promoters for such claim.

9.2 The Purchaser shall (subject to the remaining provisions of this paragraph) repay to the Seller and the Promoters any amount later recovered from third parties in respect of a claim already satisfied by the Seller, (less any reasonable out of pocket expenses incurred by the Purchaser or any Group Company in recovering the sum and any Tax attributable to or suffered in respect of the sum recovered). If the amount so recovered exceeds the amount of all claims satisfied by the Seller and the Promoters, the Purchaser shall be entitled to retain the excess.

10. ACTIONS BY THIRD PARTIES

10.1 If the Purchaser becomes aware of any claim, action or demand made against it or any Group Company by a third party which may give rise to a claim under the Transaction Documents (a "Third Party Claim"), subject to the Purchaser and each member of the Purchaser Group and each Group Company being indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all costs and expenses, including those of its professional advisers, which may be incurred or suffered in respect of such Third Party Claim, the Purchaser shall:

10.1.2 as soon as reasonably practicable, notify the Seller and the Promoters giving reasonably available details of the relevant facts and circumstances relating to the Third Party Claim;

10.1.3 procure that the relevant Group Company shall keep the Seller and the Promoters reasonably informed of all material developments in relation to the Third Party Claim and not settle or make any admission of liability, agreement or compromise any claim or matter relating to the Third Party Claim without written consent of the Seller and the Promoters, such consent not to be unreasonably withheld or delayed or conditioned; and

10.1.4 procure that the relevant Group Company shall (subject to the Purchaser and its relevant Affiliates being entitled to employ its own professional advisers) consult with and take all such action as the Seller and the Promoters may reasonably request in relation to the Third Party Claim, including commencing conducting, defending, resisting, settling, compromising or appealing against any Proceedings.

11. MITIGATION

Nothing in this Schedule 9 restricts or limits any general obligation under Applicable Law of the Purchaser and the Group Companies to mitigate any loss or damage which they may suffer or incur as a consequence of any breach of any Seller Warranty or Promoter Warranty. In relation to any other matter, event or circumstance which gives rise to a claim under the Transaction

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Documents the Purchaser further agrees to take such reasonable steps (at the cost of the Seller and the Promoters) as the Seller and the Promoters shall request, to mitigate any loss or damage.

12. NO LIABILITY TO THIRD PARTIES

No Person other than the Purchaser or the Purchaser Indemnitees or its permitted assignee(s) is entitled to make any claim against the Seller or the Promoters under the Transaction Documents.

13. NO DOUBLE RECOVERY

The Purchaser agrees that it shall not be entitled to recover the same damages or obtain payment, reimbursement, restitution or indemnity more than once for the same loss in respect of any one shortfall, damage, or deficiency, which give rise to one or more claims under the Transaction Documents. For this purpose, recovery by the relevant Group Company shall be deemed to be recovery by the Purchaser.

14. INDIRECT, CONSEQUENTIAL AND PUNITIVE LOSS

14.1 ***

14.1.1 ***

14.1.2 ***

14.1.3 ***

15. MISCELLANEOUS

15.1 None of the limitations of liability contained in this Schedule 9 shall apply to any liability for any Claim to the extent that the same (or the delay in discovery of it) is attributable to or the consequence of (or is increased as a consequence of) fraud or fraudulent misrepresentation, on the part of the Seller, the Promoters or any member of the Seller's Group or any of their respective Affiliates, directors, officers or employees.

15.2 Any failure by the Purchaser or any member of the Purchaser's Group to comply with their obligations in this Schedule 9 (other than pursuant to paragraphs 2.2 and 2.4), shall not absolve or release the Seller, the Promoters or any member of the Seller's Group from liability, but shall entitle the Seller and the Promoters to claim a deduction from their liability to pay any Claim to the extent they are financially prejudiced by such failure, and provided that the Seller and the Promoters shall have taken all reasonable steps to mitigate such financial prejudice.

15.3 Nothing in this Schedule 9 shall require the Purchaser to disclose or cause to be disclosed any material or information which (i) as between the Purchaser and/or the Group Companies and/or any other member of the Purchaser's Group and any other person is of a legally privileged nature unless the material or information can reasonably be disclosed without violating any such privilege; or (ii) would or would be reasonably likely to breach any Applicable Law or any agreement which is legally binding on the Purchaser and/or any of the Group Companies.

16. CURRENCY CONVERSION

For the purposes of determining any amount set forth in this Schedule 9 , amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV, on the date of such determination.

17. TAX DEED

Save where express reference is made in this Schedule 9 or specific provision is made in the Tax Deed, the limitations in this Schedule 9 shall not apply to the Tax Deed and, for the purposes of

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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this Schedule 9 , a reference to Transaction Documents shall not be taken to include a reference to the Tax Deed and the provisions of the Tax Deed shall further operate to limit the liability of the Seller in respect of any Tax Claim.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 10PURCHASER WARRANTIES

1. INCORPORATION

The Purchaser is duly incorporated, duly organised and validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement.

2. CORPORATE POWER AND AUTHORITY

The Purchaser has the necessary corporate power and authority to enter into and perform each of the Transaction Documents and any agreement entered into pursuant to the terms of the Transaction Documents and such documents constitute valid and binding obligations on the Purchaser and are enforceable against the Purchaser, in accordance with their respective terms.

3. DUE AUTHORISATION, EXECUTION AND DELIVERY

The Purchaser has duly authorised, executed and delivered this Agreement and will, at Completion, have authorised, executed and delivered any agreements to be entered into pursuant to the terms of this Agreement.

4. NO BREACH

4.1 The execution and delivery by the Purchaser of, and the performance by the Purchaser of its obligations under, this Agreement, a Transaction Document and any agreement entered into pursuant to the terms of a Transaction Document will not:

4.1.1 result in a breach of or conflict with any provision of its constitutional documents;

4.1.2 result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound; or

4.1.3 result in a breach of any applicable laws or regulations or of any order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction.

5. CONSENTS

All material consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, registrations, declarations, filings with any governmental department, commission, agency or other organisation having jurisdiction over the Purchaser which are necessary or desirable for the Purchaser to obtain in order to enter into and perform a Transaction Document to which it is party and any agreement entered into pursuant to the terms of a Transaction Document to which it is party in accordance with its terms, have been unconditionally obtained in writing and have been disclosed in writing to the Seller.

6. PROCEEDINGS

6.1 There are no:

6.1.1 outstanding judgments, orders, injunctions or decrees of any governmental or regulatory body or arbitration tribunal against or affecting the Purchaser or any of its Affiliates;

6.1.2 lawsuits, actions or Proceedings pending or, to the knowledge of the Purchaser, threatened against or affecting the Purchaser; or

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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6.1.3 investigations by any governmental or regulatory body which are pending or threatened against the Purchaser, so far as the Purchaser is aware,

which, in each case, has or could have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and/or any agreement entered into pursuant to the terms of this Agreement.

7. SOLVENCY

No order has been made, petition presented or meeting convened for the winding up of the Purchaser, nor any other action taken in relation to the appointment of an administrator, liquidator, receiver, administrative receiver, compulsory manager or any provisional liquidator (or equivalent in any other jurisdiction) (or other process whereby the business is terminated and the assets of the company concerned are distributed amongst the creditors and/or shareholders or other contributors), and there are no Proceedings under any applicable insolvency, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable laws, would justify any such Proceedings.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 11REAL ESTATE PROPERTIES

***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Schedule 12DEFINITIONS AND INTERPRETATION

1. In this Agreement each of the following words and expressions shall have the following meanings:

"Accounting Policies" has the meaning set out in Schedule 4;

"Accounts" means the Individual Accounts and the Limited Review Accounts;

"Accounts Date" means 31 December 2012;

"Actions" means claims, actions, Proceedings, damages, demands, judgments, sums payable, liabilities and losses (which for the avoidance of doubt includes but is not limited to, any diminution in the value of the Shares, or the shares in the Subsidiary or the assets of the Company or the Subsidiary) (in each case, whether or not successful, compromised, settled, withdrawn or which shall become unenforceable by the lapse of time or otherwise);

"Affiliate" means in relation to any Person, any other Person directly or indirectly Controlled by, or Controlling of, or under common Control with, that Person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust;

"Agila Business" means the business conducted by the Group Companies, comprising the development, manufacturing, distribution, marketing and sale of Relevant Products

"Agila Group" means the Group and Agila Specialties Pvt Limited and its subsidiaries;

"Agila IP" means Intellectual Property (excluding any rights in software and computer programs, (whether in source code, object code or other form), algorithms, databases, compilations and data, and supporting technology) owned by the Group and used in the conduct of the Agila Business;

***

***

"Applicable Law" means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction and all codes of practice having force of law, all judgments, orders, notices, instructions, decisions and awards of any court or Governmental Authority of competent jurisdiction and with standing in the jurisdictions in which the Agila Business operates;

"Applicable Regulatory Law" means all Applicable Laws relating to the research, development, manufacturing, import, export, distribution, marketing, promotion, advertising, sale, monitoring of adverse events or reactions, or reimbursement of pharmaceutical products;

"Approved Capital Expenditure Budget" means the capital expenditure program set out at Appendix 7 and any amendments to such program as may be agreed in writing between the Seller and the Purchaser;

"Assignee" has the meaning set out in Clause 16.7;

"Assets" means in relation to any Person, means the real property, Intellectual Property, rights, assets and legal relationships of such Person (including contracts and products under development);

"Bank Debt" has the meaning set out in Schedule 4;

"Biotech" means Strides’ biotech listed business vertical operating through Agila Biotech (which name shall be changed within three (3) weeks from the date of Completion to not include the word Agila);

***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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***

"Brand License Agreement" the brand license agreement to be entered into between the parties thereto on or before the Completion Date, on terms consistent with the Brand License Agreement Term Sheet;

"Brand License Agreement Term Sheet" means the Brand License Agreement Term Sheet in the agreed form;

"Business Day" means a day (not being a Saturday or Sunday) on which banks are open for general banking business in London, Singapore, Bangalore and New York;

"Business Plan" means the financial model relating to the Agila Business as contained in 1.A.2.1 (Basil ModelNeem) of the Data Room;

"Cash" has the meaning given in Schedule 4;

***

"Claim" means a General Claim and a Tax Claim;

"Code" means the U.S. Internal Revenue Code of 1986;

"Combination Transaction" has the meaning set out in Clause 13.8;

"Commitment" has the meaning set out in Clause 4.4.3;

"Company" means Agila Specialties Private Limited., a limited private company incorporated in India whose registered office is at "Strides House", Bilekahalli, Bannerghatta Road, Bangalore – 560076, Karnataka;

"Competing Business" has the meaning set out in Clause 13.1.1;

"Competing Division" has the meaning set out in Clause 13.8;

"Competition Approval" refers to the approvals required pursuant to paragraphs 3.1 and 3.2 of Schedule 2;

"Competition Authorities" has the meaning set out in Clause 4.8;

"Completion" means completion of the sale and purchase of the Shares in accordance with Clause 6;

"Completion Balance Sheet" has the meaning given in Schedule 4;

"Completion Date" means the date on which Completion takes place in accordance with the terms of this Agreement;

"Completion Deed" means the deed between the Purchaser, the Seller and others relating to Completion and other matters, effective as of the date hereof;

"Completion Disclosure Letter" means the letter provided immediately before Completion from the Seller to the Purchaser in relation to the Seller Warranties repeated immediately before Completion.

"Completion Payment" has the meaning set out at Clause 3.2.1;

"Conditions" means the conditions set out in Schedule 2;

"Conduct Period" has the meaning set out in Clause 3.13.3;

"Consent" means any license, permission, approval, clearance, permit, notice, consent, authorisation, waiver, grant, concession, agreement, certificate, exemption, order or registration from any Governmental Authority or any other Person;

"Consolidation Order" means an order by a Tribunal that a First-filed Dispute and a Later Dispute be resolved in the same arbitral proceedings;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Control" means the power of a Person to secure, directly or indirectly, (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another Person or otherwise) that the affairs of such other Person are conducted in accordance with his or its wishes or the possession, directly or indirectly, of power of a Person to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such other Person, and "Controlled" and "Controlling" shall be construed accordingly;

***

***

"Cost of Goods Sold or COGS" means:

(a) with respect to any product purchased from a third party, the actual cost of acquisition (without mark-up);

(b) with respect to any product manufactured internally by a party, the actual direct material costs, labour costs, and other direct costs as well as fixed and variable overheads to the extent allocable to products.

For clarity, such costs shall exclude general administrative or corporate overhead, sales and marketing expenses, research and development costs, interest expenses and any other costs not directly attributable or allocable to products. However, in the case of both (a) and (b), costs will include other costs (without mark-up) actually incurred and allowable to products, for example costs of quality assurance, transportation and storage.

"Costs" means costs, charges and expenses (including those suffered or incurred in establishing or enforcing a right to be indemnified under this Agreement);

"CTA 2010" means the Corporation Tax Act 2010;

"Dangerous Substance" means any natural or artificial substance (whether in a solid, liquid, gas, vapour or other form) that is (i) capable (alone or in combination) of causing significant harm to man or any other living organism or of significantly damaging the Environment or public health (including controlled, clinical, special or hazardous waste, polluting, toxic or dangerous substances, or radioactive materials) or (ii) is listed or subject to regulation pursuant to any Environmental Law;

"Data Protection Laws" means all Applicable Laws in connection with privacy and the processing, collection, use and protection of personal data in any jurisdiction;

"Data Room" means the documents, materials and information (including correspondence) contained in the online data room which is operated by Merrill Datasite and made available to the Purchaser (including the Purchaser's agents and advisers) details of which are contained in the index annexed to the Disclosure Letter and the contents of which were provided by Merrill Datasite to the Parties on an external hard drive;

"Debt" has the meaning given in Schedule 4;

"Deloitte Review Report" means the Review Report by Deloitte Haskins & Sells issued to the Board of Directors of SAL related to the pro forma combined financial statements of the Specialty Entities in accordance with the procedure mentioned in the Standard on Review Engagement (SRE) 2410 issued by the Institute of Chartered Accountants in India;

***

"Disclosure Letter" shall mean the Signing Disclosure Letter in respect of the Seller Warranties and Promoter Warranties given at the date of this Agreement and the Completion Disclosure Letter in respect of the Seller Warranties given immediately before Completion;

"Dispute" has the meaning given in Clause 19.1;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Disputed Details" has the meaning given in paragraph 2.3 of Schedule 4;

"Draft Individual Accounts" means the individual unaudited balance sheet, profit and loss account, cash flow statement (if applicable) and the notes thereto for the 12 month period ended 31 December 2012 in relation to certain of the Specialty Entities as detailed in the definition of Individual Accounts;

"Draft Limited Review Accounts" means the PCFS at 31 December 2012, where the accompanying Deloitte Review Report is unsigned;

"Employee" means any individual who has entered into or works under a contract of employment or any other contract with a Group Company whereby the individual undertakes to do or perform personally any work or services (save where the relevant Group Company's status by virtue of that contract is that of a client or customer of any profession or business undertaking carried on by an individual), and "Employees" shall be construed accordingly;

"Employees Incentive Plan" means any deferred compensation, incentive compensation, phantom share plan, cash bonus plan, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement operated by the Group or the Seller;

"Encumbrance" means any claim, option, charge (fixed or floating), mortgage, lien, pledge, equity, encumbrance, easement, right to acquire, right of pre-emption, right of first refusal, title retention or any other security interest or any agreement or arrangement having a similar effect or any agreement to create any of the foregoing;

"English Courts" has the meaning given in Clause 19.8;

"Enterprise Value" means ***;

"Environment" means any or all of the following media: air (including air within any building or other natural or man-made structure whether above or below ground), water (including surface waters, underground waters, groundwater, coastal and inland waters and water within any natural or man-made structure), land (including land under water, surface land and sub-surface land), flora, fauna, ecosystems and man;

"Environmental Law" means any and all laws, statutes, secondary and subordinate legislation, regulations, directives, circulars, guidance, common law, notices under legislation, judgments, orders and decisions, interpretations of any laws by any Regulatory Authority and international and EU treaties concerning the protection of the Environment, human health and safety (including worker health and safety) or the generation, transportation, storage, treatment or disposal of any Dangerous Substance or waste;

"Environmental Licence" means any permit, licence, authorisation, permission, accreditation, registration, consent, exemption or other approval required under or in relation to any applicable Environmental Law in order to carry on the Agila Business;

"Environmental Losses" has the meaning given in Clause 14.1.1;

"Environmental Proceedings" means any Proceeding commenced and/or taken by a Regulatory Authority or third party under Environmental Law;

"Environmental Requirements" means any obligations or requirements arising pursuant to applicable Environmental Law and any final notices, judgments, orders or decrees pursuant to Environmental Law;

"ERISA" means the Employee Retirement Income Security Act of 1974;

"Estimated Cash" has the meaning given in Schedule 4;

"Estimated Completion Balance Sheet" has the meaning given in Schedule 4;

"Estimated Debt" has the meaning given in Schedule 4;

"Existing Dispute" means any Dispute and/or Related Agreement Dispute;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Expert Accountant " has the meaning given in paragraph 2.6 of Schedule 4;

"Fair Value" means the fair value of the Shares at Completion, determined by a Seller appointed chartered accountant as per the discounted free cash flow method for purposes of compliance with RBI exchange control regulations;

"FDI Master Circular" has the meaning given to it in paragraph 6.1 of Schedule 2.

"Final Individual Accounts" means the individual audited balance sheet, profit and loss account, cash flow statement (if applicable) and the notes thereto for the 12 month period ended 31 December 2012 in relation to certain of the Specialty Entities as detailed in the definition of Individual Accounts;

"Final Limited Review Accounts" means the PCFS at 31 December 2012, where the accompanying Deloitte Review Report is signed;

"Financial Vendor Due Diligence Report" the report dated 8 November 2012 (volume I) and 24 December 2012 (Volume III) prepared by Ernst & Young LLP in connection with the Group Companies;

"Financing" has the meaning set out in Clause 8.5;

"First-filed Dispute" means any Dispute and/or Related Agreement Dispute where a Request for Arbitration has been served before a Request for Arbitration has been served in relation to a Later Dispute;

"Fundamental Promoter Warranties" means the Promoter Warranty contained in paragraph 3 (Capacity) of Schedule 8;

"Fundamental Seller Warranties" means the Seller Warranties contained in paragraphs 1 (Title), 2.1, 2.2, 2.3 and 2.4 (Seller and Group Company Capacity) of Schedule 8;

"Fundamental Seller Warranty Claim" means any claim arising out of, or in connection with, any of the Fundamental Seller Warranties;

"General Claim" means a claim in respect of any of the General Warranties;

"General Warranties" means the warranties contained in Part 1 of Schedule 8;

"Governmental Authorisation" means other than Registrations, all filings with any Governmental Authority, Consents (to the extent required from a Governmental Authority), licenses, franchises, permits, concessions, exemptions, orders, certificates, registrations, re-registrations, applications, declarations and filings pertaining to the aforesaid issued, granted, given or otherwise made available by or under the authority of any Governmental Authority pursuant to any Applicable Laws;

"Governmental Authority" shall mean any multinational, national, federal, state, regional, community, provincial, county, municipal or local government, or any political subdivision of any of the foregoing, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, taxing, regulatory or administrative authority or functions of or pertaining to government, including any authority or quasi-governmental entity established to perform any of these functions;

"Gross Profit" means Net Sales less COGS. Such amounts shall be calculated in a manner consistent with a party's internal accounting practices, consistently applied. As it relates to the Purchaser, such amounts shall also be in accordance with generally accepted accounting principles in the United State of America and as it relates to the Group such amounts shall also be in accordance with Indian GAAP;

"Group" means the Company and the Subsidiary;

"Group Auditors" means Deloitte or Deloitte Haskins & Sells or any other member firm;

"Group Companies" meansthe Company and the Subsidiary and "Group Company" shall be construed accordingly;

"Group Company Benefit Plan" has the meaning given in paragraph 15.2.4 of Schedule 8;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Hire Purchase Leases" has the meaning given in Schedule 4;

"Historical Limited Review Accounts" means the PCFS and related Deloitte Review Report for the Specialty Entities for the 12 month period ended 31 December 2011, the 6 month period ended 30 June 2012 and the 9 month period ended 30 September 2012;

"HSR Act" means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder;

"Improvements" means the material buildings, structures, fixtures, building systems and equipment included on the Owned Real Property;

"Indian GAAP" means the generally accepted accounting principles in India, in effect from time to time;

"Individual Accounts" means the individual unaudited balance sheet, profit and loss account, cash flow statement (if applicable) and the notes thereto for the 12 month period ended 31 December 2011 in relation to Company and OTL;

"Information" means books and records, documents, information, data and financial affairs (including the statutory books, minute books, contracts, customer lists, supplier lists and leases);

"Information Technology Agreements" has the meaning given in paragraph 11.2.1 of Schedule 8;

"Information Technology Systems" means all communications systems and computer systems used by a Group Company including all hardware, software and websites but excluding networks generally available to the public;

"Initial Longstop Date" means the date falling nine (9) months after the date of this Agreement;

"Intellectual Property" means all intellectual property and industrial property rights and rights in confidential information of every kind and description throughout the world, in each case whether registered or unregistered, and including any applications for registration of any of the following, including (i) inventions (whether patentable or not), patents, invention disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) rights in computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing, (iii) copyrights and copyrightable subject matter, (iv) trademarks, service marks, names, corporate names, trade names, domain names, logos, slogans, trade dress, registered designs, design rights and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (v) all Know-how, confidential information, trade secrets, ideas, proprietary processes, formulae, models and methodologies, (vi) rights of publicity, privacy, and rights to personal information, (vii) moral rights and rights of attribution and integrity, and (viii) any rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing which subsist anywhere in the world;

"INR" shall mean Indian Rupees;

"Joinder" means the joining of a party to this Agreement or a Related Agreement to an Existing Dispute;

"Joinder Order" means an order by a Tribunal that a party to this Agreement or a Related Agreement be joined to an Existing Dispute;

"Judgment" shall mean any order, injunction, judgment, decree, ruling, assessment or arbitration award of any court or other tribunal or arbitrator;

"Key Contracts" means those contracts listed in Part 1 of Appendix 15;

"Key Restrictions" has the meaning set forth in Appendix 15;

"Key Terminating Contracts" has the meaning set forth in Appendix 26;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Know-how" means all know how, trade secrets and confidential information, in any form (including paper, electronically stored data, magnetic media, film and microfilm) including without limitation financial and technical information, drawings, formulae, test results or reports, project reports and testing procedures, information relating to the working of any product, process, invention, improvement or development, instruction and training manuals, tables of operating conditions, information concerning intellectual property portfolio and strategy, market forecasts, lists or particulars of customers and suppliers, sales targets, sales statistics, prices, discounts, margins, future business strategy, tenders, price sensitive information, market research reports, information relating to research and development and business development and planning reports and any information derived from any of them;

"Later Dispute" means any Dispute or Related Agreement Dispute where a Request for Arbitration is served after a Request for Arbitration has been served in respect of a First-filed Dispute;

"Leased Real Property" means the Real Property which is leased by the Company and the Subsidiary as listed in Schedule 11 and marked 'Leasehold';

"Legal Vendor Due Diligence Report" means the report dated 6 November 2012 prepared by the Seller's Solicitors and other legal advisers in connection with the Agila Business and the Group Companies;

"Liability" means with respect to any Person, any liability or obligation of such Person, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, and whether or not required to be reflected on a balance sheet prepared in accordance with Indian GAAP;

"Limited Review Accounts" means the Draft Limited Review Accounts and the Final Limited Review Accounts;

"Longstop Date" means the Initial Longstop Date or such later date as determined by Clause 4.11;

"Material Adverse Effect" means any change, event, effect, fact, circumstance or occurrence that, individually or in the aggregate, has resulted in or would, based on an objective determination, reasonably be expected to result in a material and adverse effect on: (x) the business, results of operation or financial condition of the Agila Business taken as a whole, or (y) the ability of the Seller to perform its material obligations under or consummate the transaction contemplated by this Agreement and the Transaction Documents, provided that Material Adverse Effect shall not include changes, events, effects, facts, circumstances or occurrences, individually or in the aggregate, resulting from: (a) conditions generally affecting companies engaged in the pharmaceutical business, except to the extent any Group Company is disproportionately affected relative to such companies, (b) changes in national or international, economic or political conditions or any currency exchange rates or controls, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (c) conditions with respect to financial, banking or securities markets including any disruption thereof and any decline in the price of any security of any market index, (d) the launch of a product by any entity not being a Group Company that competes with any of the Relevant Products, provided that no Group Company has granted rights to such entity in respect of such product, (e) acts of war, terrorism natural disaster, extremity of weather or any national or international calamity, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (f) changes, after the date hereof, in GAAP or regulatory accounting requirements applicable to the Agila Business, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (g) changes in any laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (h) failure of the Group to meet financial projections, forecasts or revenue or earnings predictions for any period (provided that the underlying cause(s) for any such failure shall not be excluded by this clause (h)), (i) the public announcement of the transactions expressly contemplated by this Agreement, or (j) actions

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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expressly required by any of the Transaction Documents, or undertaken by the Seller or any Group Company in respect of the Agila Business with the express written consent of the Purchaser;

"Material Contract" has the meaning given in paragraph 12 of Schedule 8;

"Negative Conditions" those Conditions in paragraphs 1, 2.1 to 2.3 (inclusive) and 2.6 of Schedule 2;

"Net Sales" means the gross amount invoiced by or on behalf of a party, less the following deductions to the extent actually paid, granted or accrued or otherwise directly incurred by a party with respect to the sale of products:

(a)    rebates, chargebacks, returns, quantity and cash discounts and other usual and customary discounts or allowances to customers or government programs;

(b)    actual freight and insurance costs of transportation; and

(c)    any Service Taxes, duties, customs and any other governmental charges to the extent included in the invoice.

"Novations" means the novation of the Transferring Contracts from members of the Seller's Group to members of the Group;

"Ordinary Course of Business" shall mean the usual, regular and ordinary course of business of the Agila Business, consistent with the manner in which the Business has been conducted during the twelve months prior to the date of this Agreement;

"Original Agreement" means the agreement dated 27 February 2013 made between the Parties for the sale and purchase of the entire issued share capital of the Company;

"Owned Real Property" means the Real Property which is owned by the Company and the Subsidiary as listed in Schedule 11;

"Paragraph IV Challenges" means challenges to any paragraph IV certifications filed by the Group pursuant to the US Drug Price Competition and Patent Term Restoration Act 1984 (as may be amended from time to time);

"Party" or "Parties" means a party or the parties to this Agreement;

"Payoff Amount" means an amount in US$ or INR (as applicable) equal to the aggregate amount of all Bank Debt, as at the Completion Date;

"Payoff Letter" means a letter from the Seller and the relevant banks to the Purchaser specifying the Payoff Amount;

"Permitted Capex" means capital expenditure incurred in accordance with the Approved Capital Expenditure Budget between the date of this Agreement and the Completion Date (inclusive);

"Permitted Encumbrances" means each of the following: ***;

"Person" shall mean and include an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company or other entity or organization, including a government or political sub-division, or agency or instrumentality thereof and/or any other legal entity;

"Planning Law" means all Applicable Laws which apply or relate to town and country planning;

"Positive Conditions" those Conditions in paragraphs 2.4, 2.5, 2.7, 2.8, 3, 4, 5 and 6 of Schedule 2;

"Post Completion Payment Date" means two (2) Business Days after the date on which the Cash and Debt are agreed between the Purchaser and the Seller or otherwise determined in accordance with Schedule 4;

"Proceeding" shall mean any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative whether formal or informal, and whether

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator;

"Product Registrations" means all authorizations, approvals, registrations, clearances, consents, licences, qualifications and other rights from, and all declarations, notices and filings with, the Regulatory Agencies that are necessary to develop, test, manufacture, package, label, storemarket, import, distribute and/or sell any of the Relevant Products;

"Pro Forma Combined Financial Statements of the Specialties Business" or "PCFS" has the meaning given in Schedule 4;

"Promoter Warranties" means the warranties contained in paragraphs 3 (Promoter Capacity) and 20 (Promoter Brokers and Finders) of Schedule 8;

"Promoters" means Mr Arun Kumar and Pronomz Ventures LLP;

"Prudent Environmental Action" means an action taken by a Purchaser Indemnittee with consistent with good commercial practice, which action would otherwise still be taken by a Purchaser Indemnitee without regard to the existence of an indemnity, to mitigate or avoid potential liability with respect to liability under Environmental Law, Environmental Proceedings or Environmental Requirements, whether or not there is an Environmental Proceeding or Environmental Requirement to take such actions;

"Purchaser" has the meaning given in the Preamble;

"Purchaser Dispute Response" has the meaning given in paragraph 2.4 of Schedule 4;

"Purchase Price" has the meaning given in Clause 3.1;

"Purchaser Conditions" means the Purchaser's conditions set out in paragraph 2 of Schedule 2;

"Purchaser Indemnitees" has the meaning given in Clause 14.1;

"Purchaser Obligation" means any warranty or undertaking to indemnify (including any covenant to pay pursuant to the Tax Deed) given by the Purchaser to the Seller and/or the Promoters under this Agreement;

"Purchaser's Accountants" has the meaning given in Schedule 4;

"Purchaser's Group" the group of companies comprising the Purchaser, any holding company from time to time of the Purchaser and any subsidiary of the Purchaser;

"Purchaser's Solicitors" means Skadden, Arps, Slate, Meagher & Flom, LLP, Four Times Square, New York 10036-6522; and Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street, Canary Wharf, London E14 5DS;

"Purchaser's Tax Group" has the meaning given to it in the Tax Deed;

"Purchaser Warranties" means the warranties contained in Schedule 10;

"R&D Facility Agreement Term Sheet" means the R&D Facility Agreement Term Sheet in the agreed form;

"R&D Facility Agreement" means the research and development facility agreement to be entered into between the parties thereto on or before the Completion Date;

"Real Properties" means the leasehold and freehold properties owned or held in perpetual usufruct by the Company and the Subsidiary as listed in Schedule 11;

"Registrations" means the authorisations, approvals, licenses, permits, certificates, or exemptions issued by a Governmental Authority held by the Seller or any Group Company immediately prior to Completion that are required for the Agila Business;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Regulatory Agency" means a Governmental Authority that is concerned with the quality, identity, strength, purity, safety, efficacy, development, packaging, labelling, storage, testing, manufacturing, sale, distribution, marketing, import or export, as applicable, of each of the Relevant Products;

"Regulatory Authority" means any authority, agency, department (including any governmental department or agency) or other Person having authority under, or jurisdiction in respect of, any Environmental Law;

"Regulatory Information" means copies of the Product Registrations, together with copies of related correspondence between any Seller Group Company or Group Company and the applicable Governmental Authority, current approved packaging and any other existing files and dossiers, in each case relating to the Product Registrations and/or to the underlying data or information used to support, maintain or obtain marketing authorization of the underlying Product;

"Related Agreement" has the meaning given in Clause 19.15;

"Related Party Loans" has the meaning given in Schedule 4;

"Relevant Products" means ***;

"Related Party Transactions" means agreements or arrangements between a Group Company and a member of the Seller's Group or a Promoter, including Related Party Loans excluding those related party transactions identified by the Seller and the Purchaser in Appendix 9 to not be terminated prior to Completion;

"Relevant Law" means all laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction and all codes of practice having force of law, all judgments, orders, notices, instructions, decisions and awards of any court or Government Authority of competent jurisdiction and with standing in any of the following territories: India, Brazil, the USA, Singapore, Canada, New Zealand, Poland and Australia;

"Relevant Time" has the meaning set out in Schedule 4;

"Related Agreement Dispute" means any dispute, claim or difference including any question regarding its existence, validity or termination arising out of or in connection with a Related Agreement and any dispute relating to any non-contractual obligations arising out of it;

"Representatives" means, in relation to a person, its directors, officers, employees, agents and advisers;

"Restrictive Covenant Agreement" means the agreement between the Seller, the Purchaser and others, effective as of the date hereof, containing certain non-compete and non-solicitation provisions;

"Restructuring" means the restructuring of the Agila Business undertaken by the Seller's Group prior to Completion (but including for the purposes of this definition, for the avoidance of doubt, the Group Companies);

"Restructuring Steps" the Novations and the steps required to complete the reorganisation of the Group Companies and certain assets used in connection with the Agila Business as set out in Appendix 2 ;

"Rules" has the meaning given in Clause 19.1;

"RBI" means the Reserve Bank of India;

"SAL" means Strides Arcolab Ltd;

"Seller" has the meaning given in the Preamble;

"Seller's Accountants" has the meaning given in Schedule 4;

"Seller's Group" means the group of companies comprising the Seller, any holding company from time to time of the Seller and any subsidiary of the Seller or any such holding company but excluding any Group

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Company or member of the Agila Group and "member of the Seller's Group" or "Seller Group Company" shall be construed accordingly;

"Seller Information" has the meaning given in Clause 12.3;

"Seller Obligation" any warranty or undertaking to indemnify (including any covenant to pay pursuant to the Tax Deed) given by the Seller to the Purchaser under this Agreement;

"Seller Related Withholding Tax" means any liability to Taxation imposed on the Purchaser, or a member of the Purchaser’s Tax Group, which arises as a result of the disposal of the Shares by the Seller to the Purchaser and is levied by reference to or on account of the sum paid or treated as paid for such Shares and recognised or deemed to be recognised by the Seller on such disposal, where such Taxation is required to be accounted for or paid (in whole or in part) by the Purchaser, or a member of the Purchaser’s Tax Group, by way of withholding or deduction at source, other than:

(a) any stamp duties, real estate transfer taxes, registration fees and registration taxes and capital duties whenever and wherever imposed and any other Tax of a similar nature, together with all penalties, surcharges, charges, costs and interest relating to such stamp duties, real estate transfer taxes, registration fees and registration taxes and capital duties;

(b) any Tax payable or suffered by a member of the Purchaser's Tax Group or any Group Company by reference to the net profits, income or gains of that member or that Group Company;

(c) any Tax assessed on or payable or suffered by any member of the Purchaser's Tax Group by reference to any consideration given or deemed to be given to any member of the Purchaser's Tax Group pursuant to the Transitional Services Agreement and/or any other transitional arrangements; or

(d) any liability to Taxation imposed by the United States which arises as a result of the Purchaser's residence there or, in the event Purchaser assigns its rights and obligations under the Agreement to an affiliate incorporated or formed under the laws of the European Union, Singapore, Australia, Mauritius or Japan, any tax imposed by such jurisdiction as a result of the Purchaser's assignee being resident there;

"Seller's Solicitors" means Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG;

"Seller Warranties" means together the General Warranties, the Fundamental Seller Warranties and the Tax Warranties;

"Senior Employee" means any Person employed or engaged by any Group Company earning more than ***;

"Senior Manager Escrow Agent" means the person nominated by the Seller and the Purchaser to act as escrow agent in connection with the Senior Manager Transaction Proceeds in accordance with the Senior Management Escrow Agreement;

"Senior Managers" means those persons whose names are set out in the letter agreement re: Senior Management, dated February 27, 2013, by and between Purchaser and Agila Specialties Asia Pte Ltd.;

"Senior Management Contracts" means the management contracts to be entered into between each of the Senior Managers and the relevant Group Companies in a form to be agreed between the Seller and the Purchaser (and on terms no less favourable than currently exist for each Senior Manager, subject to internal human resources policies of the Purchaser);

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Senior Management Escrow Agreement" means the agreement between the Seller and the Purchaser pursuant to which the Escrow Agent will hold and release, as applicable, the Senior Manager Transaction Proceeds in accordance with the terms thereof;

"Senior Manager Transaction Proceeds" means the Senior Manager Transaction Proceeds set forth in the letter agreement re: Senior Management, dated February 27, 2013, by and between Purchaser and Agila Specialties Asia Pte Ltd.;

"Service Tax" means any value added tax, service tax, sales tax or any other similar consumption related tax;

"Shares" means the 18,316,783 equity shares of INR 10/- each in the share capital of the Company;

"Shrinkwrap Software" means third party software sold in a standard configuration and readily available to the public on standard terms and conditions;

"Signing Disclosure Letter" means the letter dated the same date as this Agreement from the Seller to the Purchaser in relation to the Seller Warranties;

"Software" means all software used in connection with the business of a Group Company as is currently conducted or contemplated to be conducted, including Shrinkwrap Software and firmware that relates to or is comprised in hardware, together with all supporting documentation, user manuals, training materials and other materials necessary to enable a user to make full use of the functionality of, or to administer effectively, such software and firmware;

Specified Transaction" shall mean (i) purchase of shares by the Company in the Subsidiary from the Seller on December 16, 2011; (ii) investments made by the Company in Inbiopro Solutions Private Limited; (iii) purchase of the Specialty business by the Company from the Seller through a business transfer agreement dated November 11, 2009; and (iv) investments made by the Company in Agila Specialties (Malaysia) SDN BHD or Malaysian Bio-XCell SDN BHD;

"Specialty Entities" has the same meaning as in Schedule 4;

***

***

"Strides Group" means SAL and its subsidiaries;

"Subsidiary" the undertaking, details of which are set out in Part 2 of Schedule 1;

"Taxation" or "Tax" means taxation or tax as defined in the Tax Deed;

"Tax Authority" has the meaning set out in the Tax Deed;

"Tax Claim" means any claim in contract or otherwise in respect of the Tax Warranties but for the avoidance of doubt, a claim made under the Tax Deed shall not be considered to be a claim in respect of the Tax Warranties and, therefore, is not a Tax Claim;

"Tax Counsel" has the meaning set out in the Tax Deed;

"Tax Deed" means the deed in relation to Tax entered into pursuant to this Agreement in the agreed terms;

"Tax Deed Claim" means any claim in contract or otherwise pursuant to the terms of the Tax Deed;

"Tax Warranties" means the warranties contained in Part 2 of Schedule 8;

"Tenders" means tenders pursuant to which a Group Company offers to supply Relevant Products to hospitals or Governmental Authorities;

"Terminating RPTs" has the meaning set out in Clause 5.9;

"Third Party Claim" has the meaning given to it in paragraph 10 of Schedule 9;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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"Third Party Consent" means any consent, approval, agreement or waiver required from a third party for the transfer of any rights to or the assumption by the Purchaser or the Group of any obligations under any of the Transferring Contracts;

"Third Party Terminating Contracts" has the meaning set out in Appendix 26;

"Trade Payables" has the meaning given in Schedule 4;

"Transaction" means the transaction contemplated by this Agreement;

"Transaction Documents" means this Agreement, the Tax Deed, the Senior Manager Escrow Agreement, the Transitional Services Agreement, the Brand License Agreement Term Sheet, the Brand License Agreement, the Senior Management Contracts, the Restrictive Covenant Agreement, the R&D Facility Agreement, the Completion Deed, the Disclosure Letter, and any other document designated in writing by the Seller and the Purchaser as a Transaction Document;

"Transferring Contracts" means ***;

"Transitional Services Agreement" means the transitional services agreement between the parties thereto dated the date of this Agreement;

"Unpaid Company Restructuring Expenses" means any costs, fees, expenses, losses or damages incurred or suffered by any Group Company or any payment due from any Group Company in connection with the (i) implementing the Restructuring or (ii) effecting the Novations , in each case, that remain unpaid as of the Relevant Time less any Service Tax chargeable in respect of the matters giving rise to such amounts which is recoverable (whether by way of credit or refund and whether by a Group Company or by any member of its fiscal group) but only to the extent such amounts are actually recovered;

"Unpaid Company Transaction Expenses" means any professional services fees, costs or expenses incurred or suffered by any Group Company in connection with the consideration, review, pursuit, negotiation, execution and/or performance of this Agreement and the transactions contemplated by this Agreement, in each case, that remain unpaid as of the Relevant Time less any Service Tax chargeable in respect of the matters giving rise to such amounts which is recoverable (whether by way of credit or refund and whether by a Group Company or by any member of its fiscal group) but only to the extent such amounts are actually recovered;

"US$" or "US Dollars" United States Dollars, the lawful currency of the United States of America; and

"US GAAP Audit" means an audit performed under generally accepted auditing standards in the United States of America, in accordance with generally accepted accounting principles in the United States of America, of the PCFS for a period or periods reasonably in advance of Completion; and updated to the date of Completion;

"Withholding Instruction" has the meaning set out in Clause 3.13.

2. In this Agreement, except where the context otherwise requires:

2.1 any reference to this Agreement includes the Schedules and Appendices to it each of which forms part of this Agreement for all purposes;

2.2 a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;

2.3 words in the singular shall include the plural and vice versa;

2.4 references to one gender include other genders;

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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2.5 a reference to a Person shall include a reference to a firm, a body corporate, an unincorporated association, a partnership or to an individual's executors or administrators;

2.6 a reference to a Clause, paragraph, Schedule (other than to a schedule to a statutory provision) or Appendix shall be a reference to a Clause, paragraph, Schedule or Appendix (as the case may be) of or to this Agreement;

2.7 if a period of time is specified as from a given day, or from the day of an act or event, it shall be calculated exclusive of that day;

2.8 references to any English legal term for any action, remedy, method of judicial Proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates the English legal term in that jurisdiction and references to any English statute or enactment shall be deemed to include any equivalent or analogous laws or rules in any other jurisdiction;

2.9 references to writing shall include any modes of reproducing words in any legible form and shall include email except where expressly stated otherwise;

2.10 a reference to a balance sheet or profit and loss account shall include a reference to any note forming part of it;

2.11 a reference to "includes" or "including" shall mean "includes without limitation" or "including without limitation";

2.12 references to documents "in the agreed terms ", "in the agreed form" or any similar expression shall be to documents agreed between the Parties, annexed to this Agreement and initialled for identification by the Seller and the Purchaser;

2.13 the headings in this Agreement are for convenience only and shall not affect its interpretation;

2.14 references to this Agreement include this Agreement as amended, varied, modified or supplemented in accordance with its terms;

2.15 any indemnity or covenant to pay (the "Payment Obligation") being given on an "after-Tax basis" means that the amount payable pursuant to such Payment Obligation (the "Payment") shall be calculated in such a manner as will ensure that, after taking into account:

(A) any Tax to be deducted or withheld from the Payment;

(B) the amount of any additional Tax which becomes payable by the recipient of the Payment as a result of the Payment's being subject to Tax in the hands of the recipient of the Payment; and

(C) the amount of any Tax benefit which is obtained by the recipient of the Payment to the extent that such Tax benefits is attributable to the matter giving rise to the Payment Obligation or to the receipt of the Payment,

(D) the recipient of the Payment is in the same position as that in which it would have been if there had been non such deduction, withholding, additional Tax payable or Tax benefit; and

2.16 (i) all references herein to "the date of this Agreement" or "the date hereof" or other similar phrases shall be interpreted and construed as references to its effective date of February 27, 2013; and (ii) all references to the date of this Agreement in any other Transaction Document shall be interpreted and construed as references to such effective date.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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AMENDED AND RESTATED ON 5 APRIL 2013 WITH AN EFFECTIVE DATE OF 27 FEBRUARY 2013
SELLER
SIGNED by Nasser Kabir	)
duly authorised for and on behalf	)
of STRIDES ARCOLAB LIMITED	)
	)	/s/ Nasser Kabir
in the presence of:	)	(Authorized Signatory)
Signature of Witness		/s/ Vinod Kumarb
Name of Witness (in BLOCK CAPITALS)		VINOD KUMARB
Address of Witness		Strides House
		Bannerghatta Road
		Bangalore 560076
PURCHASER
SIGNED by Heather Bresch
duly authorised for and on behalf
of MYLAN INC.		/s/ Heather Bresch
in the presence of:		(Director)
Signature of Witness		/s/ Shawn Lorenzo
Name of Witness (in BLOCK CAPITALS)		SHAWN LORENZO
Address of Witness		***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

103

AMENDED AND RESTATED ON 5 APRIL 2013 WITH AN EFFECTIVE DATE OF 27 FEBRUARY 2013
PROMOTERS
SIGNED by	)
	)
ARUN KUMAR	)	/s/ Arun Kumar
in the presence of:	)	(Promoter)
Signature of Witness		/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)		MANJULA R.
Address of Witness		Strides House
		Bannerghatta Road
		Bangalore 560076
SIGNED by ARUN KUMAR	)
duly authorised for and on behalf	)
of PRONOMZ VENTURES LLP	)	/s/ Arun Kumar
in the presence of:	)	(Partner)
Signature of Witness		/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)		MANJULA R.
Address of Witness		Strides House
		Bannerghatta Road
		Bangalore 560076

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

104

EX-10.3

Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Omissions are designated as ***.

Exhibit 10.3

RESTRICTIVE COVENANTS AGREEMENT

THIS RESTRICTIVE COVENANTS AGREEMENT (this "Agreement"), is made with an effective date of February 27, 2013, by and between Strides Arcolab Limited, a public limited company under the laws of India ("SAL"), Mylan Inc., a Pennsylvania corporation (the "Purchaser") and Arun Kumar and Pronomz Ventures LLP (each, a "Promoter" and collectively, the "Promoters").

W I T N E S S E T H:

WHEREAS, each of the Promoters owns a substantial interest in the issued and outstanding share capital of SAL;

WHEREAS, SAL is the sole legal and beneficial owner of the entire issued and outstanding share capital (the "Agila India Shares") of Agila Specialties Private Limited, a company incorporated in the Republic of India ("Agila India");

WHEREAS, SAL is the sole legal and beneficial owner of the entire issued and outstanding share capital of Agila Specialties Asia Private Limited, a company incorporated in the Republic of Singapore ("Singapore Seller");

WHEREAS, Singapore Seller is the sole legal and beneficial owner of the entire issued and outstanding share capital (the "Agila Global Shares") of Agila Specialties Global Pte Ltd., a limited private company incorporated in the Republic of Singapore ("Agila Global");

WHEREAS, that certain Sale and Purchase Agreement of even date herewith (the "Agila India SPA") entered into by and among SAL, the Purchaser and the Promoters provides that SAL shall sell, and the Purchaser shall purchase, the Agila India Shares, subject to the terms and conditions set forth therein;

WHEREAS, that certain Sale and Purchase Agreement of even date herewith (the "Agila Global SPA") entered into by and among the Singapore Seller, the Purchaser and the Promoters, provides that the Singapore Seller shall sell, and the Purchaser shall purchase, the Agila Global Shares, subject to the terms and conditions set forth therein;

WHEREAS, as a material inducement to the consummation of the transactions contemplated by each of the Agila India SPA and the Agila Global SPA, the Purchaser is requiring that SAL and each of the Promoters enter into this Agreement with the Purchaser as further consideration for the Purchaser's entering into each of the Agila India SPA and the Agila Global SPA; and

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WHEREAS, SAL and the Purchaser acknowledge that, but for the agreement of SAL to comply with the covenants herein, the Purchaser would not have entered into each of the Agila India SPA and the Agila Global SPA.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. Definitions; Interpretation. Unless otherwise indicated, capitalized terms not defined herein shall have the same meanings as in the Agila Global SPA and references to Clause or Schedule numbers in this Agreement shall be to the respective Clause or Schedule numbered as such in the Agila Global SPA. The provisions of paragraph 2 of Schedule 12 (Definitions and Interpretation) shall apply to this Agreement mutatis mutandis. All references herein to "the date of this Agreement" or "the date hereof" or other similar phrases shall be interpreted and construed as references to its effective date of February 27, 2013; and (ii) all references to the date of this Agreement in any other Transaction Document shall be interpreted and construed as references to such effective date.

2. Consideration. Each of the Promoters and SAL confirm that the cash to be paid by the Purchaser to SAL in exchange for the Agila India Shares and by the Purchaser to Singapore Seller in exchange for the Agila Global Shares is adequate consideration for their respective agreements under this Agreement.

3. Warranties of SAL: SAL hereby represents and warrants to the Purchaser:

3.1 it is a public limited company, duly established and validly existing under the laws of India and has the power to own its assets and carry on its business as it is being conducted as at the date hereof;

3.2 the obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations;

3.3 it has full power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by it;

3.4 any and all authorizations (of whatever kind) required or necessary to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this Agreement have been obtained or effected and are in full force and effect; and

3.5 neither the execution and the delivery of this Agreement, nor the performance by SAL of its obligations hereunder, will violate or conflict with any Applicable Law, statute, regulation, rule, injunction, judgment, order, decree or ruling of any Governmental Authority to which SAL is subject, or any provision of its organizational

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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or constitutional documents or any agreement, deed or instrument binding on it or any of its assets to which SAL is party.

4. Promoter Warranties: Each Promoter hereby represents and warrants to the Purchaser:

4.1 with respect to Pronomz Ventures LLP only, it is limited liability partnership, duly established and validly existing under the laws of India and has the power to own its assets and carry on its business as it is being conducted as at the date hereof;

4.2 the obligations expressed to be assumed by it under this Agreement are legal, valid, binding and enforceable obligations;

4.3 it has full power and authority to enter into, execute and deliver this Agreement and to perform its obligations hereunder, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by it;

4.4 any and all authorizations (of whatever kind) required or necessary to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this Agreement have been obtained or effected and are in full force and effect; and

4.5 neither the execution and the delivery of this Agreement, nor the performance by it of its obligations hereunder, will violate or conflict with any Applicable Law, statute, regulation, rule, injunction, judgment, order, decree or ruling of any Governmental Authority to which it is subject or any agreement, deed or instrument binding on it or any of its assets to which it is party.

5. Protection of Purchaser's Interests

5.1 In this Section 5:

5.1.1 "Competing Business" means developing, manufacturing, distributing, marketing or selling any injectable, parenteral, ophthalmic or oncology pharmaceutical products for human use anywhere in the world.

5.1.2 "Recognised Stock Exchange" has the meaning given to it in section 1137 of the CTA 2010 and shall include each of the Bombay Stock Exchange and the National Stock Exchange, India.

5.1.3 "Seller's Group" means the group of companies comprising SAL and any Subsidiary of SAL and any of their respective Affiliates.

5.2 Subject to Section 5.7, each of the Promoters and SAL covenants with the Purchaser that from Completion:

5.2.1 until the expiration of *** from Completion, no member of the Seller's Group nor any of the Promoters shall (whether alone or jointly with another and

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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whether directly or indirectly) carry on or be engaged, concerned or interested economically or otherwise in any manner in a Competing Business save that the Promoters (severally) and the Seller's Group may purchase or hold purely for financial investment purposes:

(A) up to *** of the securities (or any class of securities) of any company whose securities are quoted or dealt on a Recognised Stock Exchange, provided that they do not grant, directly or indirectly, management functions or any material influence in that company; and

(B) up to *** of the securities (or any class of securities) of a company whose securities are not so quoted or dealt, provided that they do not grant, directly or indirectly, management functions or any material influence in that company; and

5.2.2 until the expiration of *** from Completion, no member of the Seller's Group nor any of the Promoters shall (whether alone or jointly with another and whether directly or indirectly) solicit from any Group Company any Person who is or was at any time during the prior *** period, a Senior Employee with a view to inducing that Person to leave such employment or engagement with any Group Company or solicit or offer to employ any Person employed by the Purchaser or any of its Affiliates. Nothing in this Section is intended to restrict the ability of either of the Promoters or any member of the Seller's Group from:

(A) soliciting or employing any Senior Employee whose employment was terminated more than *** prior to such date or has ceased to be employed by any member of the Group for at least ***; or

(B) publishing and hiring through general advertisements or solicitation not specifically targeted to such Senior Employee.

5.3 For the purposes of Section 5.2.1(A) and 5.2.1(B), any transactions undertaken by members of the Seller's Group shall be aggregated and treated as undertaken by a single member.

5.4 The Purchaser covenants with SAL that until the Completion Date (or, if Completion does not take place in accordance with this Agreement, until the *** of the Longstop Date) neither the Purchaser, nor any of its Affiliates, shall solicit from any Group Company any Person who is a Senior Employee with a view to inducing that Person to leave such employment or engagement with any Group Company. Nothing in this Section is intended to restrict the ability of the Purchaser, nor any of its Affiliates, from:

5.4.1 soliciting or employing any Senior Employee whose employment was terminated *** prior to such date or has ceased to be employed by any

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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member of the Group, the Agila Group or any member of the Seller's Group for ***; or

5.4.2 publishing and hiring through general advertisements or solicitation not specifically targeted to such Senior Employee.

5.5 The restrictions entered into by:

5.5.1 SAL, the members of the Seller's Group and each Promoter in Section 5.2 are given to the Purchaser for itself and to its Affiliates and for each Group Company. SAL and each Promoter agrees that any of the Purchaser's Affiliates and any Group Company shall be able to enforce this provision against SAL, the members of the Seller's Group and such Promoter; and

5.5.2 the Purchaser in Section 5.3 are given to SAL for itself and for each member of the Seller's Group. The Purchaser agrees that any member of the Seller's Group shall be able to enforce this provision against the Purchaser.

5.6 SAL and each Promoter hereby acknowledges that each restriction entered into by SAL and each Promoter is an entirely independent restriction and is no greater than is reasonably necessary to protect the interests of the Purchaser and its Affiliates and does not bear harshly upon it.

5.7 Notwithstanding this Section 5, the Promoters and members of the Seller's Group (and Akorn in relation to Section 5.7.6) (as applicable) may undertake the following:

5.7.1 ***

5.7.2 ***

5.7.3 ***

5.7.4 ***

5.7.5 ***

5.7.6 ***

5.7.7 ***

5.7.8 ***

5.7.9 ***

5.8 Following Completion, and for a period of *** from the Completion Date, save as permitted by Clause 5.2.1, the Promoters shall be prohibited from acquiring any interest in, partnering with, forming a joint venture with, merging or combining with (a "Combination Transaction") a business which develops, manufactures, distributes, markets or sells Relevant Products (a "Competing Business"). However, either of the Promoters may enter into a Combination Transaction with a

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Person where a Competing Business contributes less than 7.5% of its annual revenue, or *** (the "Competing Division"). In such case, the relevant Promoter must ensure that the Competing Division is disposed of as soon as practicable and in any event within *** from the date the relevant interest was acquired. The Purchaser agrees that, provided the Promoter complies with this provision, it will not be deemed to be in breach of Section 5.2 in connection with the acquisition of such interest.

6. Remedies. Each of the Promoters and SAL acknowledges, stipulates and agrees that irreparable injury may result to the Purchaser and its Affiliates in the event of a breach of any of the covenants or agreements contained herein, and each of the parties agrees that in the event of any such breach or threatened breach of any of the provisions set forth herein, the Purchaser shall be entitled, in addition to any other remedies available to it (including without limitation damages and any right of offset), to seek a preliminary injunction, permanent injunction or other injunctive relief, without posting any bond or other security, compelling such Promoter or SAL or member of the Seller's Group, as applicable, to comply with any and all such provisions. Nothing herein contained shall be construed as an election of remedies or as a waiver of any right available to the Purchaser under this Agreement or the Applicable Law, including the right to seek damages from any or all of the Promoters, SAL and members of the Seller's Group for a breach of any provision of this Agreement, nor shall this Section 6 be construed to limit the rights or remedies available under Applicable Law for any violation of any provision of this Agreement.

7. Severability. It is the desire and intent of the parties that the covenants and agreements set forth in this Agreement will be enforced to the fullest extent permissible under the Applicable Laws and public policies applied in each jurisdiction in which enforcement is sought and the parties agree that, whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held to be prohibited by Applicable Law or otherwise invalid, then such provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement. If any of the covenants or agreements set forth in this Agreement are held to be unreasonable, arbitrary or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area, and in such lesser scope, time and geographic area, will be effective, binding and enforceable against the applicable Person.

8. Notices. The provisions of Clause 17 (Notices) of the Agila India SPA shall apply to this Agreement mutatis mutandis.

9. Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with the internal Laws of the State of New York.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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10. Arbitration. The provisions of Clause 19 (Arbitration) shall apply to this Agreement mutatis mutandis.

11. Mutual Drafting. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

12. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party, directly or indirectly (by operation of law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void, provided that the Purchaser shall have the right to assign any of its rights under this Agreement to any of its Affiliates. No assignment of any obligations hereunder shall relieve the assigning party of any such obligations or of any liability for any breach by such party or such party’s assignee of any such obligations.

13. Entire Agreement. This Agreement, the Agila India SPA, the Agila Global SPA and the other Transaction Documents represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

14. Amendment and Restatement. In consideration for accepting the rights and assuming the obligations ascribed to them under this Agreement, the parties hereby agree that the Original Agreement shall be amended and restated in its entirety in the form set out in this Agreement. The parties hereby agree that this Agreement is executed on 5 April 2013 but that for all purposes it shall have an effective date of 27 February 2013. For purposes hereof, "Original Agreement" means the agreement dated 27 February 2013 made between the parties regarding the restrictive covenants set forth herein.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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15. Counterparts. This Agreement may be executed in any number of counterparts, including by means of facsimile, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be amended and restated as of 5 April 2013 but with an effective date of 27 February 2013.

PURCHASER:
MYLAN INC.
By:	/s/ Heather Bresch
Name:	Heather Bresch
Title:	Chief Executive Officer and Authorized Signatory
SAL:
STRIDES ARCOLAB LIMITED
By:	/s/ Arun Kumar
Name:	Arun Kumar
Title:	Managing Director and Authorized Signatory
PROMOTERS:
ARUN KUMAR
By:	/s/ Arun Kumar
Name:	Arun Kumar
PRONOMZ VENTURES LLP
By:	/s/ Arun Kumar
Name:	Arun Kumar
Title:	Partner and Authorized Signatory

9

EX-10.4

Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Omissions are designated as ***.

Exhibit 10.4

Mylan Inc. (the "Purchaser")

1500 Corporate Drive

Canonsburg PA 15317

United States of America

Agila Specialties Asia Pte Ltd ("Strides Singapore")

8 Cross Street

#10-00 PWC Building

Singapore 048424

Strides Arcolab Limited ("SAL")

201, Devavrata

Sector 17

Navi Mumbai 400703

India

Arun Kumar

Strides House

Bilekahalli

Bannerghatta Road

Bangalore 560076

India

Pronomz Ventures LLP

Star 2 Opp. IIMB

Bilekahalli

Bannerghatta Road

Bangalore 560076

India

together, the "Parties".

Effective date: 27 February 2013

Share Purchase Agreement with an effective date of 27 February 2013 by and among the Purchaser, Strides Singapore, Arun Kumar and Pronomz Ventures LLP (each of Arun Kumar and Pronomz Ventures LLP being a "Promoter" and together the "Promoters") for the sale and purchase of the entire issued share capital of Agila Specialties Global Pte Ltd (the "Agila Global SPA").

Share Purchase Agreement with an effective date of 27 February 2013 between the Purchaser, SAL, Arun Kumar and Pronomz Ventures LLP (each of Arun Kumar and Pronomz Ventures LLP being a "Promoter" and together the "Promoters") for the sale and purchase of the entire issued share capital of Agila Specialties Pvt Limited ("Agila India SPA") (the Agila India SPA, and together with the Agila Global SPA, the "Agreements").

Unless the context requires otherwise, capitalised terms not defined in this deed (this "Completion Deed") shall have the meanings given to them in the Agreements (as applicable). The Parties agree that this Completion Deed, which is made as a deed, shall constitute a Transaction Document for the purposes of the Agreements (including for purposes of Clause 16.10, Clause 16.11 and Schedule 8 of the Agila Global SPA and the Agila India SPA, as the case may be). SAL and Strides Singapore are referred to herein as the "Sellers" and each a "Seller".

All references herein to "the date of this Deed" or "the date hereof" or other similar phrases shall be interpreted and construed as references to its effective date of February 27, 2013; and (ii) all references to the date of this Deed in any other Transaction Document shall be interpreted and construed as references to such effective date.

The Parties further agree that notwithstanding anything to the contrary in either of the Agreements:

In this Completion Deed, “Group Company” shall mean any company which falls within the definition of “Group Company” in either the Agila Global SPA or the Agila India SPA, “Applicable Law” means all laws, regulations, directives, statutes, subordinate legislation, common law, and civil codes of any jurisdiction and all codes of practice having force of law, all judgments, orders, notices, instructions, decisions and awards of any court or governmental authority falling within the definition of “Applicable Law” under the Agila Global SPA or the Agila India SPA and “Draft Limited Review Accounts”, “Final Limited Review Accounts” “Draft Individual Accounts”, “Final Individual Accounts” and “Accounts” mean in each case such accounts as fall within the definitions of those terms in either the Agila Global SPA or the Agila India SPA.

1. APPLICABILITY OF CONDITIONS

1.1 Conditions under (and as defined in) the Agila India SPA, shall constitute Conditions under (and as defined in) the Agila Global SPA and shall be satisfied and/or waived in accordance with the relevant provisions set out in the Agila India SPA.

1.2 Conditions under (and as defined in) the Agila Global SPA, shall constitute Conditions under (and as defined in) the Agila India SPA and shall be satisfied and/or waived in accordance with the relevant provisions set out in the Agila Global SPA.

2. SATISFACTION OF CONDITIONS AND TERMINATION

2.1 The Purchaser shall not be obligated to effect Completion under the Agila Global SPA unless and until all of the Conditions set forth on Schedule 2 to the Agila India SPA shall have been satisfied or waived by the relevant parties thereunder in accordance with the terms of the Agila India SPA.

2.2 The Purchaser shall not be obligated to effect Completion under the Agila India SPA unless and until all of the Conditions set forth on Schedule 2 to the Agila Global SPA shall have been satisfied or waived by the relevant parties thereunder in accordance with the terms of the Agila Global SPA.

2.3 If either the Agila Global SPA or the Agila India SPA terminates or is terminated in accordance with its terms, the Agila India SPA or the Agila Global SPA (respectively) shall also be treated as having terminated or been terminated in accordance with its terms.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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3. SIMULTANEOUS COMPLETION

Notwithstanding the provisions of the Agila Global SPA and the Agila India SPA, Completion under (and as defined in) the Agila Global SPA and Completion under (and as defined in) the Agila India SPA shall occur simultaneously at the later of the (i) time at which Completion would fall to take place under Clause 6.1 of the Agila Global SPA, and (ii) the time at which Completion would fall to take place under Clause 6.1 of the Agila India SPA provided that, at the time Completion under each of the Agila Global SPA and the Agila India SPA will fall to take place under this paragraph 3, the Negative Conditions set out in each of the Agila Global SPA and the Agila India SPA are satisfied or waived in accordance with the terms of the Agila Global SPA and the Agila India SPA, as applicable.

4. LEFT INTENTIONALLY BLANK

5. RESTRICTIVE COVENANTS

The Purchaser and any of its Affiliates (including any Group Company) shall be entitled to enforce any obligation, undertaking or covenant of either of the Sellers, any member of the Seller's Group or either of the Promoters set forth in any of Clause 13 (Protection of Purchaser's Interests) of the Agila Global SPA, Clause 13 (Protection of Purchaser's Interests) of the Agila India SPA and/or the Restrictive Covenant Agreement (as defined in the Agila Global SPA) on an independent and non-exclusive basis, and the enforcement of any such obligation, undertaking or covenant pursuant to any of such agreements shall not preclude enforcement of the same or any similar obligation, undertaking or covenant under any or all of the other such agreements, it being the express intent of the parties thereto that such obligations, undertakings and covenants may be enforced in any relevant jurisdiction or territory and up to the maximum allowable time period permitted under Applicable Law (but for the avoidance of doubt no longer than the periods set out in the Restrictive Covenant Agreement).

6. SAL WARRANTY

6.1 SAL hereby warrants to the Purchaser on the date of this Completion Deed in the terms set out at paragraphs 6.3 to 6.5 of this Completion Deed.

6.2 Except as set out above, for the purposes of paragraphs 6.3 to 6.5 of this Completion Deed, capitalised terms shall have the meanings given to them in the Agila Global SPA.

6.3 General

6.3.1 The Draft Limited Review Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

6.3.2 The Final Limited Review Accounts will be prepared in accordance with the accounting policies stated in them and will be properly prepared and will be accurate in all material respects and not misleading.

6.3.3 The Draft Individual Accounts have been prepared in accordance with the accounting policies stated in them and have been properly prepared and are accurate in all material respects and not misleading.

6.3.4 The Final Individual Accounts will:

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(A) have been prepared in accordance with the accounting policies stated in them; and

(B) show a true and fair view of the state of affairs of the relevant Group Company as at the date of the relevant Final Individual Accounts and of its profit or loss for the accounting reference period ended on that date.

6.4 Position since Accounts Date

Since the Accounts Date:

6.4.1 apart from the dividends provided for or disclosed in the Accounts, no dividend or other distribution has been declared, paid or made by any Group Company to a party other than a Group Company;

6.4.2 the business of all Group Companies has been carried on in the Ordinary Course of Business and so as to maintain them as a going concern;

6.4.3 no Group Company has acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than trading stock in the Ordinary Course of Business; and

6.4.4 there has not occurred any Material Adverse Effect.

6.5 No Undisclosed Liabilities

6.5.1 No Group Company has incurred or assumed any material Liabilities except for Liabilities: (i) reflected or reserved against in the Draft Limited Review Accounts or which will be reflected or reserved in the Final Limited Review Accounts; or (ii) incurred in the Ordinary Course of Business, since the Accounts Date.

6.5.2 No Group Company that has prepared Draft Individual Accounts has incurred or assumed any material Liabilities except for Liabilities: (i) reflected or reserved against in the Draft Individual Accounts or which will be reflected or reserved in the Final Individual Accounts; or (ii) incurred in the Ordinary Course of Business, since the Accounts Date.

7. LIMITATIONS

7.1 ***

7.2 ***

7.3 ***

7.4 ***

7.5 Notwithstanding paragraphs 3.1 to 3.5 of Schedule 9 to the Agila Global SPA, it is agreed that this Completion Deed and the matters referred to in paragraphs 7.1, 7.2, 7.3 or 7.4 (as appropriate) of this Completion Deed will prevail in the event of inconsistency with paragraphs 3.1 to 3.5 of Schedule 9 to the Agila Global SPA.

7.6 Notwithstanding paragraphs 3.1 to 3.5 of Schedule 9 to the Agila India SPA, it is agreed that this Completion Deed and the matters referred to in paragraphs 7.1, 7.2, 7.3 or 7.4 (as appropriate) of this Completion Deed will prevail in the event of inconsistency with paragraphs 3.1 to 3.5 of Schedule 9 to the Agila India SPA.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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7.7 ***

8. DISCLOSURE

8.1 The Seller shall not be liable in respect of a Claim under (and as defined in) the Agila Global SPA or pursuant to paragraph 6 of this Completion Deed to the extent that specific narrative disclosures (including reference(s) to any specific document(s)) against a particular Seller Warranty in the Agila India SPA are included in either the Signing Disclosure Letter (as defined in the Agila India SPA) or the Completion Disclosure Letter (as defined in the Agila India SPA), and such narrative disclosures will apply to all of the Seller Warranties in the Agila Global SPA and paragraph 6 of this Completion Deed to the extent they are or may be relevant, to the extent fairly disclosed. For the avoidance of doubt, references to disclosures of folders contained in the Data Room shall be limited to the specific Seller Warranty in the Agila India SPA to which it refers or against which it is limited.

8.2 The Seller shall not be liable in respect of a Claim under (and as defined in) the Agila India SPA or pursuant to paragraph 6 of this Completion Deed to the extent that specific narrative disclosures (including reference(s) to any specific document(s)) against a particular Seller Warranty in the Agila Global SPA are included in either the Signing Disclosure Letter (as defined in the Basil Global SPA) or the Completion Disclosure Letter (as defined in the Agila Global SPA), and such narrative disclosures will apply to all of the Seller Warranties in the Agila India SPA and paragraph 6 of this Completion Deed to the extent they are or may be relevant, to the extent fairly disclosed. For the avoidance of doubt, references to disclosures of folders contained in the Data Room shall be limited to the specific Seller Warranty in the Agila Global SPA to which it refers or against which it is limited.

9. LIMITATION ON LIABILITY

9.1 The provisions in Schedule 9 (Limitations on Liability) to the Agila Global SPA (except for paragraphs 3.1, 3.2 and 3.3 of Schedule 9 to the Agila Global SPA) shall apply to paragraph 6 of this Completion Deed (the "Applicable Provisions") mutatismutandis as if the following references in those Applicable Provisions were amended accordingly:

9.1.1 references to the “Seller” were references to SAL (as appropriate); and

9.1.2 references to a "Claim" or “General Claim” were references to a claim under this Completion Deed.

10. OTHER MATTERS

10.1 For the purposes of determining a Commitment that the Purchaser shall be required to undertake pursuant to Clause 4.4.3 of the Agila Global SPA and the Agila India SPA, it is agreed that a Commitment shall be aggregated across both the Agreements such that the Purchaser shall not be required to undertake a Commitment if it imposes directly or indirectly an obligation to sell, transfer, dispose or agree to any remedy, sanction, commitment, undertaking, modification, obligation or measure having similar effect to a sale, transfer or disposal with respect to any Assets (whether such Assets are of a Group Company, the Purchaser or any of its Affiliates, and whether such Assets are or relate to a Product Registration, any application filed for a Product Registration, rights to a pharmaceutical product under development, services provided to a third party in respect of any pharmaceutical product or otherwise) generating, in the aggregate, more than ***

10.2 For the purposes of determining the maximum amount of insurance premiums for D&O Insurance that the Purchaser shall be responsible for paying pursuant to Clause 12.4 of the

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Aglia Global SPA and the Agila India SPA, the total costs paid pursuant to the Agreements shall be ***

10.3 With respect to Schedule 3 (Conduct of Business before Completion) - Items 4 (material acquisitions and disposals), 7 (material contracts), 8 (Tenders outside Ordinary Course), 10 (Indebtedness other than Permitted Capex), 14 (Loans outside Ordinary Course), 17 (modifications of contracts), 20 (claims / Proceedings), 27 (new personnel and Employee number increases), 28 (increases in Group staff costs) and 30 (termination/dismissal of Employees/Senior Employees), the Sellers shall not, and shall not permit their respective Group Companies to, exceed the thresholds set forth in paragraph 6 of this Completion Deed, measured on an aggregate basis across both the Agreements.

10.4 The Parties agree that items falling for calculation or determination under the provisions of Schedule 4 of the Agila Global SPA shall not be double counted and shall not fall for calculation or determination under the provisions of Schedule 4 of the Agila India SPA.

11. NOTICES

The provisions in Clause 17 (Notices) of each of the Agreements shall apply to this Completion Deed mutatis mutandis.

12. MISCELLANEOUS

12.1 Any delay by any Party in exercising, or any failure to exercise, any right or remedy under this Completion Deed shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights or remedy under this Completion Deed or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. No waiver of this Completion Deed or of any provision hereof will be effective unless it is in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver or any right or default hereunder shall be effective only in the instance given and will not operate as or imply a waiver of any other or similar right or default on any subsequent occasion.

12.2 The rights, powers and remedies provided in this Completion Deed are cumulative and not exclusive of any power, rights and remedies provided by Applicable Law or otherwise.

12.3 This Completion Deed shall be binding on and be for the benefit of the successors, personal representatives and permitted assigns of the Parties.

12.4 No variation of this Completion Deed shall be effective unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of the Parties. For this purpose, the term "variation" shall, in each case, include any variation, supplement, amendment, deletion or replacement however effected.

12.5 Save as otherwise expressly provided herein, no term of this Completion Deed shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Completion Deed.

12.6 The provisions of Clauses 16.2, 16.3 and 16.4 (Confidentiality) of the Agila Global SPA shall apply to this Completion Deed mutatis mutandis.

12.7 Each Party confirms on behalf of itself and its Affiliates that this Completion Deed and the other Transaction Documents represent the entire understanding, and constitute the whole

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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agreement, in relation to their subject matter and supersede any previous agreement between the parties with respect thereto.

12.8 The Parties shall pay their own costs in connection with the preparation and negotiation of this Completion Deed and any matter contemplated by it.

12.9 This Completion Deed was negotiated in English and, to be valid, all certificates, notices, communications and other documents made in connection with it shall be in English. If all or any part of this Completion Deed or any such certificate, notice, communication or other document is for any reason translated into any language other than English the English text shall prevail.

12.10 Each Party understands English and is content for all communications relating to this Completion Deed to be served on it in English.

12.11 If at any time any provision of this Completion Deed shall be held to be illegal, void, invalid or unenforceable in whole or in part under any enactment or rule of law in any jurisdiction, then:

12.11.1 such provision shall:

(A) to the extent that it is illegal, void, invalid or unenforceable be given no effect and shall be deemed not to be included in this Completion Deed; and

(B) not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Completion Deed; or the legality, validity or enforceability under the law of any other jurisdiction of such provision or any other provision of this Completion Deed; and

12.11.2 the Parties shall use all reasonable endeavours to replace such a provision with a valid and enforceable substitute provision which carries out, as closely as possible, the intentions of the Parties under this Completion Deed.

12.12 Any date or period may be extended by mutual agreement between the Parties, but time shall be of the essence as regards any date or period originally fixed or any date or period extended pursuant to this paragraph.

12.13 This Completion Deed may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when executed and delivered constitutes an original of this Completion Deed, but all the counterparts shall together constitute one and the same instrument. Subject to the terms hereof, the Parties agree that this Deed shall be dated as of the date in New York at the time the Purchaser signs its counterpart.

12.14 Without prejudice to the Seller Guarantee or clause 4 of this Completion Deed, the Parties agree that the obligations and liability of SAL, Strides Singapore and each of the Promoters under the Transaction Documents to which they are party shall be several and not joint and several.

12.15 In consideration for accepting the rights and assuming the obligations ascribed to them under this Deed, the Parties hereby agree that the Original Deed shall be amended and restated in its entirety in the form set out in this Deed. The Parties hereby agree that this Deed is executed on 5 April 2013 but that for all purposes it shall have an effective date of 27 February 2013. For purposes hereof, "Original Deed" means the deed dated 27 February 2013 made between the Parties regarding Completion and the other matters set forth herein.

13. GOVERNING LAW AND JURISDICTION

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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13.1 This Completion Deed and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual disputes or claims) shall be governed by and construed in accordance with Clause 18 of the Agila Global SPA as if that Clause was set out in full in this Completion Deed mutatis mutandis.

13.2 Any disputes arising out of or in connection with this Completion Deed shall be resolved in accordance with Clause 19 of the Agila Global SPA as if that Clause was set out in full in this Completion Deed mutatis mutandis. For the avoidance of doubt, this Completion Deed shall be a "Related Agreement" for the purposes of Clause 19 of the Agila Global SPA and the Agila India SPA and for the purposes of this Completion Deed, each of the Agila Global SPA and the Agila India SPA shall be a “Related Agreement”.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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IN WITNESS whereof this DEED has been executed by the Parties and delivered as a deed on 5 April 2013 with an effective date of 27 February 2013.

EXECUTED as a DEED and DELIVERED on behalf of
AGILA SPECIALTIES ASIA PTE LTD,	/s/ Tan Kia Yew
a company incorporated in the Republic of Singapore, by Mr. Tan Kia Yew,	Director
being a person who, in accordance with the laws of that territory, is acting under the authority of the company
in the presence of:
Signature of Witness	/s/ Ow Yew Kum
Name of Witness (in BLOCK CAPITALS)	OW YEW KUM
Address of Witness	***
EXECUTED as a DEED and DELIVERED on behalf of
STRIDES ARCOLAB LIMITED,	/s/ Nasser Kabir
a company incorporated in the Republic of India, by NASSER KABIR,	Authorised Signatory
being a person who, in accordance with the laws of that territory, is acting under the authority of the company
in the presence of:
Signature of Witness	/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)	MANJULA R.
Address of Witness	Strides House
	Bannerghatta Road
	Bangalore 560076

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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EXECUTED as a DEED and DELIVERED on behalf of
MYLAN INC.,	/s/ Heather Bresch
a company incorporated in the State of Pennsylvania, United States of America, by HEATHER BRESCH,	Authorised Signatory
being a person who, in accordance with the laws of that territory, is acting under the authority of the company
in the presence of:
Signature of Witness	/s/ David Allen
Name of Witness (in BLOCK CAPITALS)	DAVID ALLEN
Address of Witness	***
PROMOTERS
EXECUTED as a DEED and DELIVERED by
ARUN KUMAR	/s/ Arun Kumar
	Promoter
in the presence of:
Signature of Witness	/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)	MANJULA R.
Address of Witness	Strides House
	Bannerghatta Road
	Bangalore 560076
EXECUTED as a DEED and DELIVERED on behalf of
PRONOMZ VENTURES LLP	/s/ Arun Kumar
a limited liability partnership incorporated in India, by ARUN KUMAR,	Partner
being a person who, in accordance with the laws of that territory, is acting under the authority of the limited liability partnership
in the presence of:
Signature of Witness	/s/ Manjula R.
Name of Witness (in BLOCK CAPITALS)	MANJULA R.
Address of Witness	Strides House
	Bannerghatta Road

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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Bangalore 560076

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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EX-10.5

Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Omissions are designated as ***.

Exhibit 10.5

THIS DEED is made as a deed with an effective date of 27 February 2013 between:

MYLAN INC., a company incorporated in Pennsylvania (registered CIK number 0000069499) and whose registered office is at 1500 Corporate Drive, Canonsburg PA 15317, United States (the "Singapore Purchaser"); and

STRIDES ARCOLAB LIMITED acompany incorporated in India whose registered office is at 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400703, India ("SAL").

Share Purchase Agreement with an effective date of 27 February 2013 between, among others, the Singapore Purchaser and Agila Specialties Asia Pte Ltd. ("Strides Singapore") for the sale and purchase of the entire issued share capital of Agila Specialties Global Pte Ltd ("Agila Global") (the "Singapore SPA")

1.    Interpretation

(a) Unless otherwise expressly indicated, capitalised terms not defined herein shall have the same meanings as in the Singapore SPA and references to Clause or Schedule numbers in this Deed shall be to the respective Clause or Schedule numbered as such in the Singapore SPA.

(b) The provisions of paragraph 2 of Schedule 12 (Definitions and Interpretation) shall apply to this Deed mutatis mutandis.

(c) All references herein to "the date of this Deed" or "the date hereof" or other similar phrases shall be interpreted and construed as references to its effective date of February 27, 2013; and (ii) all references to the date of this Deed in any other Transaction Document shall be interpreted and construed as references to such effective date.

2.    Introduction

(a) SAL is the parent company of Strides Singapore. SAL is aware, in its capacity as the sole shareholder of Strides Singapore, that Strides Singapore has entered into the Singapore SPA to effect the sale of its shares in Agila Global to the Singapore Purchaser. SAL is referred to herein as the "Seller Parent" or the "Guarantor". Strides Singapore is referred to herein as the "Seller". The Singapore Purchaser is referred to herein as the "Purchaser" (and together with SAL, the "Parties").

(b) At the request of Purchaser, the Seller Parent has agreed to guarantee the due and punctual payment, performance, observance and discharge by Strides Singapore, in its capacity as the Seller, of its financial obligations of whatever nature under the Singapore SPA and any other documents referred to therein (including its obligations to pay damages under the Singapore SPA or any other documents referred to therein) and to procure the performance of the Seller's other obligations of whatever nature, in each case on the terms and conditions set out in this Deed.

(c) The Seller Parent confirms that it has been provided with a copy of the Singapore SPA prior to the execution of this Deed and acknowledges the terms and conditions of the Singapore SPA.

(d) The Seller Parent and the Purchaser agree to execute and deliver this as a Deed.

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3.    Guarantor's Warranties

The Seller Parent hereby warrants to the Purchaser on the date of this Deed that:

(a) it is a public limited company, duly established and validly existing under the laws of India and has the power to own its assets and carry on its business as it is being conducted as at the date hereof;

(b) the financial obligations of the Seller Parent in its capacity as the Guarantor, when taken as a whole together with other similar financial obligations referred to in the ODI Regulations (as defined below) of the Seller Parent, are within the limits imposed by the Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 and the Master Circular dated 1 July 2012 on Direct Investments by Residents in a Joint Venture or Wholly Owned Subsidiary Abroad issued by the Reserve Bank of India ("RBI") and such other circulars and notifications issued by the RBI varying, amending, supplementing or replacing the aforementioned regulation and circular (together the "ODI Regulations") and other applicable foreign exchange regulations of the Reserve Bank of India and, when taken together with such other obligations, do not exceed 400% of its Net Worth (as defined in the ODI Regulations) on the date of the last audited balance sheet);

(c) the obligations expressed to be assumed by it under this Deed are legal, valid, binding and enforceable obligations;

(d) it has full power and authority to enter into, execute and deliver this Deed and to perform its obligations hereunder, and has taken all necessary action to authorise its entry into, performance and delivery of, this Deed and the transactions contemplated by it;

(e) any and all authorisations (of whatever kind) required or necessary to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this Deed and to make this Deed admissible in evidence in England, have been obtained or effected and are in full force and effect; and

(f) neither the execution and the delivery of this Deed, nor the performance by the Seller Parent of its obligations hereunder, will violate or conflict with any Applicable Law, statute, regulation, rule, injunction, judgment, order, decree or ruling of any Governmental Authority to which the Seller Parent is subject, or any provision of its organizational or constitutional documents or any agreement, deed or instrument binding on it or any of its assets to which the Seller Parent is party.

SAL hereby agrees that it shall take the necessary steps to apply for approval of the RBI if required, as soon as reasonably practicable after the date hereof and that it shall use its best efforts to obtain the RBI approval as soon as reasonably practicable thereafter.

4.    Guarantee, Undertaking and Indemnity

(a) Subject to paragraphs 4(b) and 4(c) below, the Seller Parent (in its capacity as the Guarantor) hereby irrevocably and unconditionally:

i. guarantees to the Purchaser the due and punctual payment, performance, observance and discharge by the Seller (in such capacity, a "Guaranteed Party") of its financial obligations (including tax and damages) of whatever nature under the Singapore SPA and any other documents referred to therein (including its limitations to pay damages under the Singapore SPA and any other documents referred to therein) (the "Guaranteed Obligations"); and

ii. undertakes that it shall procure the due and punctual Completion, observance and discharge by the Seller (in such capacity, a "Guaranteed Party") of any of its other obligations of whatever nature under the Singapore SPA and any other

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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documents referred to therein (the "Other Obligations") (the Guaranteed Obligations and the Other Obligations are collectively termed herein as “Obligations”);

iii. undertakes to the Purchaser that it shall pay on demand each sum which the Seller is liable to pay under the Singapore SPA and any other documents referred to therein; and

iv. agrees with the Purchaser, as an independent and primary obligation and without prejudice to paragraphs 4(a)i, 4(a)ii and 4(a)iii above, to indemnify and keep indemnified and hold harmless the Purchaser on an after-Tax basis from and against all and any claims, judgments, damages, penalties, fines, costs, liabilities and losses, including the settlement of claims and reasonable attorneys' fees, expenses and/or charges ("Losses") which the Purchaser incurs or suffers or which may be brought against the Purchaser arising out of, in respect of or in connection with any failure by the Guaranteed Party to:

A. perform, observe or discharge in full or in part, all or any part of the Obligations; or

B. perform, observe or discharge any of the Obligations as a result of the Obligations being or becoming unenforceable, invalid, illegal, non-binding, ineffective or being avoided for any reason whatsoever to any extent as against the Seller, whether or not such defect (or the circumstances giving rise to such defect) was known (or ought to have been known) by the Purchaser or any other person,

provided that the liability of the Guarantor under this paragraph 4(a)iv shall be no greater than the Seller's liability in respect of the Obligations was (or would have been, had the Obligations been fully enforceable) under the Singapore SPA.

(b) ***

(c) The guarantee set out in paragraph 4(a)i above is a continuing guarantee and shall remain in full force and effect until (i) the Singapore SPA terminates in terms thereof, or (ii) if Completion occurs then the day which falls *** after the Completion Date (the "Termination Date") save in respect of any claim or demand made hereunder or pursuant hereto on or before the Termination Date where such claim or demand has not been paid, performed, settled, observed or discharged or otherwise satisfied in full regardless of any intermediate payment or discharge in whole or in part (in which case this guarantee shall terminate upon such payment, performance, settlement, observation or discharge of such claim or demand).

(d) Without prejudice to the rights of the Purchaser against a Guaranteed Party, the Seller Parent shall be a primary obligor and shall be deemed a principal debtor in respect of the Obligations and not as surety.

(e) The Purchaser may make any number of demands of the Guarantor under this Deed.

(f) The obligations of the Guarantor under this Deed are in addition to (and not in substitution for) any other security or guarantee which is or may be held by the Purchaser or any other person from time to time in respect of the Obligations or any other right that the Purchaser may have in contract or in law in relation to the Obligations.

(g) The Purchaser may enforce its rights against the Guarantor without first having recourse to any other such agreement or security or exercising any rights or remedies against a Guaranteed Party.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(h) The guarantee and indemnity set out in this Deed shall be irrevocable and a continuing security which shall continue in full force and effect and the Guarantor's liability to the Purchaser shall not be discharged, impaired or affected by:

i. any legal limitation, disability or incapacity or other circumstances relating to the Guaranteed Party or any change in the members or status of the Guaranteed Party or any other Person;

ii. any amendment or variation of any of the terms of the Singapore SPA and any other documents referred to therein or of any of the Obligations;

iii. any time, waiver or consent granted to or composition with the Guaranteed Party or any other Person;

iv. any defect in the obligations of the Guaranteed Party;

v. the bankruptcy, liquidation or dissolution of the Guaranteed Party or the appointment of a receiver, administrative receiver or administrator or Guaranteed Party's assets or any other insolvency Proceeding relating to the Guaranteed Party or any change of Control of the Guarantor or Guaranteed Party or any other matter affecting the obligation of the Guaranteed Party to perform any Obligation;

vi. any unenforceability, illegality or invalidity of any obligation of any Person under the Singapore SPA or and any other documents referred to therein; or

vii. any other matter which, but for this Deed, would reduce, vitiate or affect the obligations of a Guarantor in respect of the Obligations.

(i) Until all of the Obligations have been unconditionally and irrevocably discharged, the Guarantor agrees that:

i. it will not make demand for the payment of any sum from the Guaranteed Party connected with or in relation to the sum demanded by the Purchaser or claim any set-off or counterclaim against the Guaranteed Party;

ii. if the Guaranteed Party is bankrupt, insolvent or in liquidation, the Guarantor will not prove in any such bankruptcy, insolvency or liquidation in competition with the Purchaser; and

iii. any security taken by the Guarantor from the Guaranteed Party in consideration of this Guarantee and any money received by the Guaranteed Party by proving in the bankruptcy, insolvency or liquidation of the Guaranteed Party, shall be held in trust for the absolute benefit of the Purchaser in respect of the obligations of the Guarantor under this Deed.

(j) The Guarantor agrees that:

i. if any payment received by the Purchaser from the Guaranteed Party in relation to the Obligations is avoided or set aside on the subsequent bankruptcy, insolvency or liquidation of the Guaranteed Party any amount received by the Purchaser and subsequently repaid, shall not discharge or diminish the liability of the Guarantor for the Obligations and this Deed shall apply as if such payment had at all times remained owing by the Guaranteed Party; and

ii. after a demand has been made by the Purchaser under this Deed and until the amount demanded has been paid in full, the Purchaser may take such action as it thinks fit against the Guaranteed Party to recover all sums due and payable to it under the Singapore SPA and any other documents referred to therein, without affecting the obligations of the Guarantor under this Deed.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(k) Any amount which is owed by the Guarantor to the Purchaser under this Guarantee and is not paid when due shall bear interest *** and be payable by the Guarantor on demand of the Purchaser.

(l) The Guarantor shall pay the reasonable charges (including legal and other costs on a full indemnity basis) incurred by the Purchaser in relation to the enforcement by the Purchaser of the obligations of the Guarantor in this Deed.

5.    Announcements

(a) The Seller Parent agrees to be bound by the obligations set out in Clause 16.1, mutatis mutandis, as if it were the Seller under the Singapore SPA.

(b) The Singapore Purchaser (in its capacity as a Guaranteed Party) agrees to be bound by the obligations set out in Clause 16.1, mutatis mutandis.

6.    Confidentiality

(a) The Seller Parent agrees to be bound by the obligations set out in Clauses 16.2, 16.3 and 16.4, mutatis mutandis, as if it were the Seller under the Singapore SPA.

(b) The Singapore Purchaser (in its capacity as a Guaranteed Party) agrees to be bound by the obligations set out in Clauses 16.2, 16.3 and 16.4, mutatis mutandis.

7.    Remedies and Waivers

(a) Any delay by any Party in exercising, or failure to exercise, any right or remedy under this Deed shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights or remedy under this Deed or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. No waiver of this Deed or of any provision hereof will be effective unless it is in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver or any right or default hereunder shall be effective only in the instance given and will not operate as or imply a waiver of any other or similar right or default on any subsequent occasion.

(b) The rights, powers and remedies provided in this Deed are cumulative and not exclusive of any power, rights and remedies provided by law or otherwise.

8.    Miscellaneous

(a) The Parties agree that this Deed shall constitute a Transaction Document for the purposes of the Singapore SPA.

(b) This Deed shall be binding on and be for the benefit of the successors and personal representatives of the Parties and the permitted assigns and transferees of the Singapore Purchaser.

(c) The Guarantor shall not be entitled to assign or transfer all or any of its respective rights, interests or obligations under this Deed.

(d) No variation of this Deed shall be effective unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of the Parties. For this purpose, the term "variation" shall, in each case, include any variation, supplement, amendment, deletion or replacement however effected.

(e) Save as otherwise expressly stated herein, no term of this Deed shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

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(f) The Purchaser agrees that it shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of any one shortfall, damage, deficiency, breach or other set of circumstances which give rise to one or more claims under this Deed.

(g) The Parties shall pay their own costs in connection with the preparation and negotiation of this Deed and any matter contemplated by it.

(h) This Deed was negotiated in English and, to be valid, all certificates, notices, communications and other documents made in connection with it shall be in English. If all or any part of this Deed or any such certificate, notice, communication or other document is for any reason translated into any language other than English the English text shall prevail. Each Party understands English and is content for all communications relating to this Deed to be served on it in English.

(i) If at any time any provision of this Deed shall be held to be illegal, void, invalid or unenforceable in whole or in part under any enactment or rule of law in any jurisdiction, then:

i. such provision shall:

A. to the extent that it is illegal, void, invalid or unenforceable be given no effect and shall be deemed not to be included in this Deed; and

B. not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Deed; or the legality, validity or enforceability under the law of any other jurisdiction of such provision or any other provision of this Deed; and

ii. the Parties shall use all reasonable endeavours to replace such a provision with a valid and enforceable substitute provision which carries out, as closely as possible, the intentions of the Parties under this Deed.

(j) Any date or period may be extended by mutual agreement between the Parties, but time shall be of the essence as regards any date or period originally fixed or any date or period extended pursuant to this paragraph.

(k) The provisions of Clause 17 (Notices) shall apply to this Deed mutatis mutandis except that the Guarantor's address for notices is:

Attention: Arun Kumar and Nasser Kabir

"Strides House"

Bilekahalli

Bannerghatta Road

Bangalore – 560076

India

With a copy to: Attention Anand Desai, Raksha Kothari

DSK Legal

Advocates & Solicitors

1203, One Indiabulls Centre

Tower 2, Floor 12 B

841, Senapati Bapat Marg

Elphinstone Road, Mumbai - 400 013

India

(l) This Deed may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which when executed and delivered constitutes an original

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

6

of this Deed, but all the counterparts shall together constitute one and the same instrument. Subject to Clause 8(p) hereof, the Parties agree that this Deed shall be dated as of the date in New York at the time the Singapore Purchaser signs its counterpart.

(m) This Deed and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

(n) The provisions of Clause 19 (Arbitration) shall apply to this Deed mutatis mutandis.

(o) The Parties hereby agree that any previous agreements or deeds between them with respect to the subject matter of this Deed shall automatically cease to have any effect whatsoever on the date of this Deed.

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

7

IN WITNESS whereof this DEED has been executed by the Parties and delivered as a deed on 5 April 2013 with an effective date of 27 February 2013.

EXECUTED as a DEED and DELIVERED on behalf of
STRIDES ARCOLAB LIMITED,	/s/ Nasser Kabir
a company incorporated in the Republic of India, by NASSER KABIR,	Authorised Signatory
being a person who, in accordance with the laws of that territory, is acting under the authority of the company
in the presence of:
Signature of Witness	/s/ Sherene Philip
Name of Witness (in BLOCK CAPITALS)	SHERENE PHILIP
Address of Witness	Strides House
	Opp IIM-B Bilekhahalli
	Bangalore - 76
EXECUTED as a DEED and DELIVERED on behalf of
MYLAN INC.,	/s/ Heather Bresch
a company incorporated in the United States of America, by HEATHER BRESCH,	Authorised Signatory
being a person who, in accordance with the laws of that territory, is acting under the authority of the company
in the presence of:
Signature of Witness	/s/ David Allen
Name of Witness (in BLOCK CAPITALS)	DAVID ALLEN
Address of Witness	***

*** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission.

8

EX-10.6

Exhibit 10.6

Morgan Stanley Senior Funding, Inc. 
1585 Broadway

New York, New York 10036

February 27, 2013

Mylan Inc.405 Lexington Avenue, 52nd Floor
New York, NY 10174

Attention: Brian Byala,Senior Vice President and Treasurer

Ladies and Gentlemen:

Project Cricket
$1,000,000,000 Bridge Facility
Commitment Letter

You (“you” or the “Borrower”) have advised Morgan Stanley Senior Funding, Inc. (“MSSF”, and together with each Lender (as defined below) that becomes a party to this Commitment Letter as an additional “Commitment Party” pursuant to Section 2 hereof, collectively, the “Commitment Parties”, “we” or “us”) that one of your wholly-owned subsidiaries intends to acquire (the “Acquisition”) all of the capital stock of the companies previously identified to us and codenamed Cricket (together, the “Target,” and collectively with their subsidiaries, the “Acquired Business”) pursuant to the sale and purchase agreement, dated as of February 27, 2013, among Basil Specialties Asia Pte Ltd, Neem, Inc., Mr. Arun Kumar and Pronomz Ventures LLP (including all annexes and exhibits thereto, the “Asia Acquisition Agreement”) and the sale and purchase agreement, dated as of February 27, 2013, among Saffron Ltd, Neem, Inc., Mr. Arun Kumar and Pronomz Ventures LLP (including all annexes and exhibits thereto, the “India Acquisition Agreement,” and together with the Asia Acquisition Agreement, the “Acquisition Agreement”). After giving effect to the Acquisition, the Acquired Business will become wholly-owned subsidiaries of the Borrower.

In that connection, you have advised us that the total amount required to effect the Acquisition will be $1,600,000,000 plus contingent consideration up to an additional $250,000,000 plus amounts required to pay the fees and expenses incurred in connection therewith and shall be provided by a combination of (a) cash on the balance sheet, (b) the available borrowings under (i) the revolving facility under the existing credit agreement, dated as of November 14, 2011, among the Borrower, certain guarantors and lenders party thereto and Bank of America, N.A., as administrative agent (the “Existing Credit Agreement”) and (ii) existing receivables facilities of the Borrower and its subsidiaries, (c) the issuance by the Borrower of unsecured debt securities (the foregoing, collectively, the “Securities”), and/or (d) to the extent the Borrower does not issue the Securities on or prior to the Effective Date (as defined below), the borrowing by the Borrower of loans under a 364-day senior unsecured bridge term loan facility (the “Facility”) in an aggregate principal amount not to exceed $1,000,000,000. The Acquisition, the Facility and the transactions contemplated by or related to the foregoing are collectively referred to as the “Transactions”. No other financing will be required for the Transactions.

The date of the consummation of the Acquisition and on which the Facility shall be available is herein referred to as the “Effective Date”.

1

1. Commitment. MSSF is pleased to commit to provide 100% of the aggregate principal amount of the Facility, subject to and on the terms and conditions set forth in this letter and in the Summary of Terms and Conditions attached hereto as Exhibit A (including the Annex attached thereto) and the Conditions Precedent to Closing attached hereto as Exhibit B (collectively, the “Term Sheet” and collectively with this letter, this “Commitment Letter”); provided that, the amount of the Facility and the aggregate commitment of the Commitment Parties hereunder for the Facility shall be automatically reduced at any time on or after the date hereof as set forth in the section titled “Mandatory Prepayments/Commitment Reductions” in Exhibit A hereto. It is understood that MSSF shall act as sole lead arranger and sole bookrunner (in such capacity, the “Arranger”) and sole administrative agent for the Facility. You may appoint additional co-arrangers with the consent of MSSF. You agree that, as a condition to the commitments, agreements and undertakings set forth herein, no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation will be paid in connection with the Facility, unless you and we shall agree.It is further agreed MSSF will have “upper left” placement in all documentation used in connection with the Facility and shall have all roles and responsibilities customarily associated with such placement.

Our commitment and agreements hereunder are subject to the following:

(A)since December 31, 2012 there has not occurred any Material Adverse Effect. For purposes hereof, “Material Adverse Effect” meansany change, event, effect, fact, circumstance or occurrence that, individually or in the aggregate, has resulted in or would, based on an objective determination, reasonably be expected to result in a material and adverse effect on: (x) the business, results of operation or financial condition of the Basil Business (as defined in the Asia Acquisition Agreement) taken as a whole, or (y) the ability of the Sellers (as defined in the Asia Acquisition Agreement) to perform its material obligations under or consummate the transaction contemplated by the Acquisition Agreement and the Transaction Agreements (as defined in the Asia Acquisition Agreement), provided that Material Adverse Effect shall not include changes, events, effects, facts, circumstances or occurrences, individually or in the aggregate, resulting from: (a) conditions generally affecting companies engaged in the pharmaceutical business, except to the extent any Group Company (as defined in the Asia Acquisition Agreement) is disproportionately affected relative to such companies, (b) changes in national or international, economic or political conditions or any currency exchange rates or controls, except to the extent any Group Company (as defined in the Asia Acquisition Agreement) is disproportionately affected relative to other companies engaged in the pharmaceutical business, (c) conditions with respect to financial, banking or securities markets including any disruption thereof and any decline in the price of any security of any market index, (d) the launch of a product by any entity not being a Group Company that competes with any of the Relevant Products (as defined in the Asia Acquisition Agreement), provided that no Group Company has granted rights to such entity in respect of such product, (e) acts of war, terrorism natural disaster, extremity of weather or any national or international calamity, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (f) changes, after the date hereof, in GAAP or regulatory accounting requirements applicable to the Basil Business, except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (g) changes in any laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity (as defined in the Asia Acquisition Agreement), except to the extent any Group Company is disproportionately affected relative to other companies engaged in the pharmaceutical business, (h) failure of the Group to meet financial projections, forecasts or revenue or earnings predictions for any period (provided that the underlying cause(s) for any such failure shall not be excluded by this clause (h)), (i) the public announcement of the transactions expressly contemplated by the Acquisition Agreement, or (j) actions expressly required by any of the Transaction Documents (as

defined in the Asia Acquisition Agreement), or undertaken by the Seller or any Group Company in respect of the Basil Business with the express written consent of the Purchaser (as defined in the Asia Acquisition Agreement);

(B)the negotiation, execution and delivery on or before the date that is 9 months following the date hereof (or, if the Initial Longstop Date (as defined in the Asia Acquisition Agreement) is extended pursuant to section 4.11 of the Asia Acquisition Agreement, the earlier of (x) the Longstop Date (as defined in the Asia Acquisition Agreement) and (y) the 90^th day after the date that is 9 months after the date hereof) (the “Commitment Termination Date”) of definitive documentation for the Facility consistent with the terms set forth in this Commitment Letter and otherwise reasonably satisfactory to us and to you;

(C)the Borrower shall have engaged (on or before the Borrower’s execution of this Commitment Letter) one or more investment and/or commercial banks satisfactory to the Arranger on terms and conditions satisfactory to the Arranger to arrange permanent financing or refinancing for the Acquisition; and

(D)the other conditions set forth or referred to in Exhibit B.

Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter or any other letter agreement or undertaking concerning the financing of the Acquisition, the only conditions to closing and funding of our commitment hereunder on the Effective Date are limited solely to those set forth in this Section 1 and in Exhibit B, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the Facility shall occur; it being understood that there are no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the Credit Documentation (as defined below), other than those that are expressly stated herein to be conditions to the initial funding of the Facility on the Effective Date. Notwithstanding anything in this Commitment Letter, the Fee Letter or the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated herein to the contrary, (a) the only representations relating to the Borrower, the Acquired Business and their respective subsidiaries and their respective businesses the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (i) such of the representations made by or on behalf of the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement and (ii) the Specified Representations (as defined below) and (b) to the extent applicable, the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Facility on the Effective Date if the conditions expressly set forth in this Commitment Letter are satisfied. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Credit Documentation relating to the organizational existence of the Borrower and the Guarantors, organizational power and authority (as they relate to the due authorization, execution, delivery and performance by the Borrower and the Guarantors of the Credit Documentation), due authorization, execution and delivery and enforceability, in each case as they relate to the entering into and performance of the relevant Credit Documentation by the Borrower and the Guarantors, solvency as of the Effective Date of the Borrower and its subsidiaries on a consolidated basis, no conflicts with organizational documents of the Borrower and the Guarantors, Federal Reserve margin regulations, OFAC, FCPA, USA PATRIOT Act and the Investment Company Act. This paragraph and the provisions contained herein, shall be referred to as “Certain Funds Provisions.”

2.Syndication. The Arranger reserves the right, prior to or after execution of the definitive documentation for the Facility (the “Credit Documentation”), in consultation with you, to syndicate all or a part of our commitment to one or more financial institutions and/or lenders (collectively, the “Lenders”), which syndication shall be managed by the Arranger in consultation with the Borrower; provided, however, that, notwithstanding the assignment provision with respect to the Facility set forth in Exhibit A and anything else to the contrary contained herein, (a) the selection of Lenders by the Arranger shall be subject to the Borrower’s approval in its sole discretion (provided that such approval shall not be required with respect to any Lender that is listed in the separate “white list” provided to you by MSSF prior to the date hereof “Approved Lenders”). The commitment of MSSF hereunder with respect to the Facility shall be reduced dollar-for-dollar as and when commitments for the Facility are received from Lenders to the extent that each such Lender becomes (i) party to this Commitment Letter as an additional “Commitment Party” pursuant to a joinder agreement or other documentation reasonably satisfactory to the Arranger and you or (ii) party to the applicable Credit Documentation as a “Lender” thereunder. The Arranger intends to commence syndication efforts as soon as is practicable after the execution of this Commitment Letter by the parties hereto, and you agree to use your commercially reasonable efforts to actively assist the Arranger in completing a syndication satisfactory to the Arranger and you as soon thereafter as practicable. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that the Arranger’s syndication efforts benefit from your existing lending and investment banking relationships, (b) direct contact between appropriate senior management and advisors of the Borrower, on the one hand, and the proposed Lenders, on the other hand at reasonable times and intervals to be mutually agreed, (c) your assistance in the preparation of a Confidential Information Memorandum and other customary marketing materials (other than materials the disclosure of which would violate a confidentiality agreement or waive attorney-client privilege) to be used in connection with the syndication and (d) the hosting, with the Arranger, of one or more meetings or conference calls with prospective Lenders, at times and locations to be mutually agreed upon, as deemed reasonably necessary by the Arranger. Until the achievement of a Successful Syndication (as defined in the Fee Letter referred to below), you agree, unless consented to by MSSF, that there shall be no competing offering, placement or arrangement of any commercial bank or other credit facilities by or on behalf of the Borrower or any of its subsidiaries or affiliates that could materially impair the primary syndication of the Facility or the issuance of the Securities (other than the Securities, existing ordinary course foreign credit lines, indebtedness incurred in the ordinary course of business, including, without limitation, borrowings under existing credit and receivables facilities, indebtedness permitted to be incurred by the Target and its subsidiaries pursuant to the Acquisition Agreement and other indebtedness in an aggregate principal amount not to exceed $100,000,000). Subject to the applicable provisions set forth above, the Arranger will manage all aspects of the syndication in consultation with you, including, without limitation, decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate and the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In acting as the Arranger, MSSF will have no responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties. To assist the Arranger in its syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Target promptly to provide in a manner consistent with the Acquisition Agreement) to us all information (including, without limitation, consultants’ reports commissioned by you and your affiliates and access to such consultants) with respect to the Borrower and its subsidiaries and the Transactions, including, without limitation, all historical financial information set forth in paragraph 3 of Exhibit B and projections (the “Projections”), as the Arranger may reasonably request in connection with the arrangement and syndication of the Facility. Notwithstanding the Arranger's right to syndicate the Facility and receive commitments with respect thereto or any provision of this Commitment Letter to the

contrary, without your consent, the Commitment Parties will not be relieved from all or any of their commitments hereunder prior to the initial funding of the Facility.

Without limiting your obligations to assist with syndication efforts as set forth above, the Commitment Parties agree that neither commencement nor completion of syndication is not a condition to their commitments hereunder.

You agree that the Arranger may make available any Information (as defined below) and Projections (collectively, the “Company Materials”) to potential Lenders by posting the Company Materials on IntraLinks, the Internet or another similar electronic system (the “Platform”). You further agree to assist, at the request of the Arranger, in the preparation of a version of a confidential information memorandum and other marketing materials and presentations to be used in connection with the syndication of the Facility, consisting exclusively of information or documentation that is either (a) publicly available (or contained in the prospectus or other offering memorandum for any securities to be issued by the Borrower in connection with the Transactions) or (b) not material with respect to the Borrower, the Target, or their respective subsidiaries or any of their respective securities for purposes of foreign, United States federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information.” You further agree, at our request, to identify any document to be disseminated by the Arranger to any Lender or potential Lender in connection with the syndication of the Facility as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information (provided that the Borrower has been afforded an opportunity to comply with the applicable Securities and Exchange Commission (“SEC”) disclosure obligations). You acknowledge and agree that the following documents will contain solely Public Lender Information (except to the extent you notify us to the contrary and provided that you shall have been given a reasonable opportunity to review such documents and comply with the applicable SEC disclosure obligations): (i) drafts and final Credit Documentation; (ii) administrative materials prepared by the Arranger for potential Lenders (e.g. a lender meeting invitation, allocations and/or funding and closing memoranda); and (iii) notification of changes in the terms of the Facility.

3.Information. You hereby represent and warrant that (a) all written information (other than the Projections and other forward-looking information and information of a general economic or industry-specific nature) (the “Information”) that has been or will be made available to us or any of our affiliates or any Lender or potential Lender by you, the Acquired Business or any of your or their representatives in connection with the Transactions is or will be, when taken as a whole and when furnished, complete and correct in all material respects and does not or will not, when taken as a whole and when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements thereto from time to time) and (b) the Projections that have been or will be made available to us or any of our affiliates or any Lender or potential Lender by you or any of your representatives in connection with the Transactions have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being understood that such Projections are not to be viewed as facts subject to significant uncertainties and contingencies, any of which are beyond your control, and that no assurance can be given that any particular Projection will be realized that actual results may differ and such differences may be material); provided, that, prior to consummation of the Acquisition, the foregoing representations and covenants with respect to the Acquired Business are made only to your knowledge. You agree to supplement (or in the case of Information and Projections provided by or on behalf of the Acquired Business, to use your commercially reasonable efforts to cause the Target or its subsidiaries to

supplement) the Information and Projections from time to time until (i) if a Successful Syndication has been achieved by the Effective Date, the Effective Date or (ii) if a Successful Syndication has not been achieved by the Effective Date, the earlier of (x) the achievement of a Successful Syndication and (y) 90 days after the Effective Date, in each case to the extent required for the representations and covenants in the immediately preceding sentence remain correct. You acknowledge that we will be entitled to use and rely on the Information and Projections without independent verification thereof.

We reserve the right to employ the services of one or more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and our affiliates may agree. You acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information related to the Transactions, you and your subsidiaries or the Acquired Business or any of the matters contemplated hereby in connection with the Transactions.

4.Fees. As consideration for our commitment hereunder and the Arranger’s agreement to perform the services described herein, you agree to pay the non-refundable fees set forth in the Term Sheet and in the Fee Letter delivered herewith from MSSF to you relating to the Facility and dated the date hereof (the “Fee Letter”).

5.Indemnity and Expenses; Other Activities. You agree (a) to indemnify and hold harmless each Commitment Party and its affiliates and each officer, director, employee, advisor and agent of each Commitment Party or its affiliates (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Facility, the use of the proceeds thereof, the Transactions or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto and regardless of whether brought by a third party or by the Borrower or any of its affiliates (any of the foregoing, a “Proceeding”), and to reimburse each indemnified person within 30 days of written demand (together with back-up documentation supporting each reimbursement request) for any reasonable out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding including, the reasonable fees and expenses of one outside counsel to such indemnified persons taken as a whole, if reasonably required one local counsel as necessary in each appropriate jurisdiction and, solely in the case of a conflict of interest, one additional counsel to the affected indemnified persons taken as a whole, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such indemnified person or its affiliates or the material breach of this Commitment Letter, the Fee Letter or the Credit Documentation by such indemnified person or its affiliates or to any dispute solely among indemnified persons and not arising out of any act or omission of the Borrower, the Acquired Business or any of your or its affiliates, and (b) to reimburse each Commitment Party and its affiliates within 30 days (or, in the case of expenses accrued prior to or on the Effective Date, 3 business days) of written demand for all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented fees, charges and disbursements of a single counsel (and, if reasonably required by MSSF, a single local and regulatory counsel in each appropriate jurisdiction and regulatory field, as applicable)) incurred in connection with the Facility and any related documentation (including, without limitation, this Commitment Letter, the Fee Letter and the Credit Documentation) or the administration, amendment, modification or waiver thereof. Notwithstanding any other provision of this Commitment Letter, (i) no indemnified person shall be liable for any damages arising from the use by unintended recipients of Information or other materials obtained

through electronic, telecommunications or other information transmission systems except to the extent found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such person and (ii) neither any indemnified person nor, except pursuant to your indemnification obligations as set forth above, you shall be liable for any special, indirect, consequential or punitive damages in connection with the Commitment Letter, the Fee Letter, the Facility, the use of the proceeds thereof, the Transactions or any related transaction.

You will not, without the prior written consent of the indemnified person, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each indemnified person from all liability arising out of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such indemnified person.

You acknowledge that each Commitment Party and its affiliates (the term “Commitment Party” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests or a commercial or competitive relationship with and otherwise. In particular, you acknowledge that Morgan Stanley & Co. LLC (“MS&Co.”) is acting as a buy-side financial advisor to you in connection with the Transactions. You agree not to assert or allege any claim based on actual or potential conflict of interest arising or resulting from, on the one hand, the engagement of MS&Co. in such capacity and our obligations hereunder, on the other hand. No Commitment Party will use confidential information obtained from you by virtue of the transactions contemplated hereby or other relationships with you in connection with the performance by the Commitment Parties of services for other companies, and no Commitment Party will furnish any such information to other companies or their advisors. You also acknowledge that no Commitment Party has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. You acknowledge that each Commitment Party is acting pursuant to a contractual relationship on an arm’s length basis, and the parties hereto do not intend that any Commitment Party or its affiliates act or be responsible as a fiduciary to the Borrower, its management, stockholders, creditors or any other person. The Borrower hereby expressly disclaims any fiduciary relationship and agrees that it is responsible for making its own independent judgments with respect to any transactions (including the Transactions) entered into between it and the Commitment Parties. The Borrower also acknowledges that no Commitment Party has advised and none is advising the Borrower as to any legal, accounting, regulatory or tax matters, and that the Borrower is consulting its own advisors concerning such matters to the extent it deems appropriate.

6.Governing Law, etc. This Commitment Letter shall be governed by, and construed in accordance with, the law of the State of New York; provided however, that the interpretation of the definitions of "Material Adverse Effect" and any matters related to the representations contained in the Acquisition Agreement for purposes of this Commitment Letter shall be governed by, and construed in accordance with, the laws of the United Kingdom regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. The parties hereto hereby waive any right they may have to a trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this Commitment Letter. The parties hereto submit to the exclusive jurisdiction of the federal and New York State courts located in the County of New York in connection with any dispute related to, contemplated by, or arising out of this Commitment Letter and agree that any service of process, summons, notice or document by registered mail addressed to such party shall be effective service of

process for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and agree that any final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and may be enforced in other jurisdictions by suit upon the judgment or in any other manner provided by law.

7.PATRIOT Act. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (October 26, 2001), as amended) (the “PATRIOT Act”), the Commitment Parties and the other Lenders may be required to obtain, verify and record information that identifies you, which information includes your name and address, and other information that will allow the Commitment Parties and the other Lenders to identify you in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each Commitment Party and the other Lenders.

8.Confidentiality. This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law or requested by a governmental authority (in which case you agree to the extent permitted under applicable law to inform us promptly thereof unless you are prohibited by applicable law from so informing us), (c) this Commitment Letter (and, if required by the Target and to the extent provisions thereof have been redacted in a manner satisfactory to the Arranger, the Fee Letter) may be disclosed to the Target and its officers, directors, employees, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (d) after your acceptance of this Commitment Letter and the Fee Letter, you may disclose this Commitment Letter (but not the Fee Letter) in filings with the SEC and other applicable regulatory and authorities, stock exchanges and rating agencies, (e) you may disclose the fees contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses related to fee amounts to the extent (i) customarily required in marketing materials, any proxy or other public filing, in the Confidential Information Memorandum or any prospectus or other offering memorandum relating to the Securities, (ii) prepared in consultation with the Arranger and (iii) prepared in a manner which does not identify the amount of fees attributable to the Facilities, or (f) the Commitment Letter and the contents thereof (but not the Fee Letter or the contents thereof) may be disclosed to any Approved Lender and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis.

Each Commitment Party will treat as confidential all confidential information provided to it by or on behalf of the Borrower hereunder; provided, that nothing herein shall prevent such person from disclosing any such information (i) to any Lenders or participants or prospective Lenders or participants and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower or its obligations under the Facility (collectively, “Specified Counterparties”), (ii) to its affiliates, its and its affiliates’ officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents, advisors and to actual or prospective assignees and participants on a confidential basis, (iii) as may be compelled in judicial or administrative proceeding or as otherwise required by law or requested by a governmental authority (in which case such person agrees to the extent permitted under applicable law to inform you promptly thereof), (iv) to any rating agency on a confidential basis, (v) as requested by any state, federal or foreign authority or examiner regulating banks or banking, (vi) in connection with the exercise of any remedies hereunder or any suit, action or

proceeding relating to this Commitment Letter, the Fee Letter, or the transaction contemplated thereby or enforcement hereof and thereof, (vii) to any of its affiliates on a confidential basis and (viii) to the extent such confidential information becomes publicly available (x) other than as a result of a breach of this provision or (y) to it from a source, other than the Borrower, which it has no reason to believe has any confidentiality or fiduciary obligation to the Borrower with respect to such information; provided, that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants or Specified Counterparties referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant or Specified Counterparty that such information is being disseminated on a confidential basis in accordance with the standard syndication process of the Arranger or customary market standards for dissemination of such types of information; provided, further, that the foregoing obligations of the Commitment Parties shall remain in effect until the earlier of (i) one year from the date hereof, and (ii) the execution and delivery of the Credit Documentation by the parties thereto, at which time any confidentiality undertaking in the Credit Documentation shall supersede the provisions in this paragraph.

9.Miscellaneous. This Commitment Letter shall not be assignable by you without our prior written consent (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. We may assign our commitments and agreements hereunder, in whole or in part, to any of our respective affiliates and, subject to the applicable requirements set forth in Section 2 above, to any proposed Lender prior to the Effective Date. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and us. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Facility and set forth the entire understanding of the parties with respect thereto. No individual has been authorized by any Commitment Party or its affiliates to make any oral or written statements that are inconsistent with this Commitment Letter or the Fee Letter.

The compensation, reimbursement, indemnification, confidentiality, syndication and clear market provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or our commitments hereunder; provided that, in the case of the clear market provisions, such provisions shall terminate on the achievement of a Successful Syndication. You may terminate our commitments hereunder at any time subject to the provisions of the immediately preceding sentence.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter, together with a copy of the fully executed Acquisition Agreement, prior to the earlier of (i) 11:59 p.m. (New York City time), February 27, 2013 and (ii) the time of the public announcement of the Acquisition. If the Commitment Letter and Fee Letter have not been executed and returned, together with a copy of the fully executed Acquisition Agreement, as described in the preceding sentence by such earlier time, then the Commitment Parties’ offer hereunder shall terminate at such earlier time. After your execution and delivery to us of this Commitment Letter and the Fee Letter, our outstanding commitments with respect to the Facility in this Commitment Letter shall automatically terminate upon the earliest to occur of (i) the execution and delivery of the Credit Documentation for the Facility by all parties thereto, (ii) the

Commitment Termination Date, if the applicable Credit Documentation shall not have been executed and delivered by all parties thereto and the Acquisition shall not have been consummated and (iii) the date of abandonment of the Acquisition or termination of your or your applicable subsidiary’s obligations under the Acquisition Agreement to consummate the Acquisition or the date of consummation of the Acquisition without any borrowing under the Facility.

We are pleased to have been given the opportunity to assist you in connection with this important financing.

		Very truly yours,
		MORGAN STANLEY SENIOR FUNDING, INC.
		By:	/s/ Anish M. Shah
			Name: Anish M. Shah
			Title: Authorized Signatory
Accepted and agreed to as of the date first written above by:
MYLAN INC.
By:	/s/ Brian Byala
	Name: Brian Byala
	Title: SVP and Treasurer

Exhibit A

PROJECT CRICKET
364-DAY SENIOR UNSECURED BRIDGE TERM LOAN FACILITY
Summary of Terms and ConditionsFebruary 27, 2013

Pursuant to the sale and purchase agreement to be entered into among Neem, Inc., a wholly-owned subsidiary of the Borrower (as defined below), Basil Specialties Asia Pte Ltd, Arun Kumar and Pronomz Ventures LLP and the sale and purchase agreement to be entered into among Neem, Inc., Saffron Ltd, Mr. Arun Kumar and Pronomz Ventures LLP, the wholly-owned subsidiary of the Borrower will acquire (the “Acquisition”) all of the capital stock of the companies previously identified to MSSF (as defined below) and code-named Cricket (together, the “Target”) (such assets, the “Acquired Business”) for aggregate cash consideration in an amount to be agreed. In connection with the Acquisition, on the date on which the Acquisition is consummated (the “Effective Date”), (a) the Borrower will obtain the senior unsecured term loan facility described below under the caption “The Facility” (the “Facility”) and (c) the fees and expenses incurred in connection with the Transactions will be paid.

Capitalized terms not otherwise defined herein shall have the same meaning as specified with respect thereto in the Commitment Letter to which this Exhibit A is attached.

I. PARTIES
Borrowers:	Mylan Inc., a Pennsylvania corporation (the “Borrower”).
Guarantors:	Each direct or indirect subsidiary of the Borrower that guarantees the Existing Credit Agreement or any replacement facility with respect thereto, subject to a permanent fall-away provision if the Existing Credit Agreement does not require subsidiary guarantees and the Borrower does not have any debt securities that have subsidiary guarantees.
Security:	None, subject to the requirement that the Facility shall be equally and ratably secured by any collateral securing the Existing Credit Agreement or any replacement thereof.
Sole Lead Arranger and Sole Bookrunner:	Morgan Stanley Senior Funding, Inc. (“MSSF”) will act as sole lead arranger and sole bookrunner for the Facility (in such capacities, the “Arranger”).
Administrative Agent:	MSSF will act as the sole and exclusive administrative agent for the Facility (in such capacity, the “Administrative Agent”).
Lenders:	A syndicate of banks, financial institutions and other entities, including MSSF and/or any of its affiliates, arranged by the Arranger in consultation with the Borrower (collectively, the “Lenders”).
II. THE FACILITY
Type and Amount of Facility:	364-day senior unsecured bridge term loan facility in the amount of $1,000,000,000 (the “Facility”).

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Availability:	The loans (the “Loans”) shall be made in a single drawing on the Effective Date and any undrawn commitments under the Facility (the “Commitments”) shall automatically be terminated on the Effective Date.
Maturity:	The Loans shall mature and be payable in full on the date that is 364 days after the Effective Date.
Purpose:	The proceeds of the Loans shall be used to finance the Transactions and fees and expenses in connection therewith.
III. CERTAIN PAYMENT PROVISIONS
Fees and Interest Rates:	As set forth on Annex I to this Exhibit A.
Optional Prepayments:	The Loans may be prepaid by the Borrower without premium or penalty (other than the payment of customary LIBO Rate breakage amounts) in minimum amounts to be agreed upon. Any optional prepayment of the Loans may not be reborrowed.
Mandatory Prepayments/Commitment Reductions:	The following amounts shall be applied to prepay the Loans (and, prior to the Effective Date, the Commitments, pursuant to the Commitment Letter and Credit Documentation, shall be automatically and permanently reduced by such amounts):
	(a) 100% of the net proceeds of any sale or issuance of debt securities or incurrence of other debt (other than Excluded Debt (as defined below) and on a pro rata basis with any other debt incurred in compliance with the Commitment Letter that requires such prepayment) and equity securities or equity-linked securities (other than issuances of equity pursuant to bond hedging programs and issuances pursuant to employee stock plans or employee compensation plan) by the Borrower or any of its subsidiaries, in each case on or after the date of the Commitment Letter; and
	(b) To the extent not required to be applied to repay loans under the Existing Credit Agreement, 100% of the net proceeds of any asset sale or other disposition (including as a result of casualty or condemnation) by the Borrower or any of its subsidiaries with exclusions and reinvestment rights identical to those set forth in the Existing Credit Agreement.
	For the purpose hereof, “Excluded Debt” means (i) intercompany debt among the Borrower and/or its subsidiaries, (ii) existing ordinary course foreign credit lines, (iii) indebtedness incurred in the ordinary course of business, including, without limitation, borrowings under existing credit and receivables facilities, (iv) commercial paper issuances, (v) indebtedness permitted to be incurred by the Target and its subsidiaries pursuant to the Acquisition Agreement, (vi) other debt in an aggregate principal amount not to exceed $100,000,000 and (vii) other debt consented to by the Arranger prior to the Closing Date.
	Any mandatory prepayment of the Loans may not be reborrowed.
IV. CERTAIN CONDITIONS

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Conditions to Availability of Loans:	The Facility shall be available on the date (the “Effective Date”) on which the conditions precedent set forth in the Commitment Letter and Exhibit B attached thereto are satisfied.
V. CERTAIN DOCUMENTATION MATTERS
	The Credit Documentation shall contain representations, warranties, covenants and events of default customary for financings of this type, which shall be substantially similar to the corresponding provisions of the Existing Credit Agreement with modifications to reflect the nature of the Facility, and shall be limited to:
Representations and Warranties:	Financial statements (including, without limitation, pro forma financial statements); no material adverse change; absence of material litigation; corporate existence; corporate power and authority; enforceability of Credit Documentation; governmental approvals; compliance with law (including, without limitation, environmental laws, margin regulations, OFAC and FCPA); payment of taxes; absence of conflicts with law or contractual obligations; ownership of property (including, without limitation, intellectual property); liens; inapplicability of Investment Company Act; solvency; and accuracy of disclosure.
Affirmative Covenants:	Delivery of audited annual consolidated financial statements, unaudited quarterly consolidated financial statements, and other information; notices of defaults and other material events; maintenance of existence and rights; compliance with laws (including, without limitation, environmental laws) and contractual obligations; maintenance of property; maintenance of insurance; payment of obligations; inspection of property and books and records; and use of proceeds.
Financial Covenants:	(1) Maximum ratio of consolidated debt to consolidated EBITDA as of the last day of any fiscal quarter with the following maximum levels: (i) on or prior to June 30, 2013, 4.25 to 1.0, (ii) thereafter and on or prior to June 30, 2014, 4.0 to 1.0 and (iii) thereafter 3.75 to 1.0.
	(2) Solely during any period where the Borrower is not rated at least BBB- by S&P and Baa3 by Moody’s, a Minimum ratio of consolidated EBITDA to consolidated interest expense of 3.5 to 1.00.
Negative Covenants:	Limitations on: indebtedness; liens; mergers, consolidations, liquidations and dissolutions; asset sales; acquisitions, loans and investments (including, without limitation, hedging arrangements); transactions with affiliates; prepayments; changes in fiscal year; restrictive agreements; and changes in lines of business.
Events of Default:	Nonpayment of principal when due; nonpayment of interest, fees or other amounts within 5 business days after date due; material inaccuracy of representations and warranties; violation of covenants or conditions; cross-default; bankruptcy events; certain ERISA events; material judgments; and a change of control.

A-3

Voting:	Amendments and waivers with respect to the Credit Documentation shall require the approval of Lenders holding not less than a majority of the aggregate amount of the Loans, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of final maturity of any Loan, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof, (iii) increases in the amount or extensions of the expiry date of any Lender’s commitment and (iv) modifications to the pro rata provisions of the Credit Documentation and (b) the consent of 100% of the Lenders shall be required with respect to modifications to any of the voting percentages.
Defaulting Lender:	The Credit Documentation shall contain “Defaulting Lender” provisions substantially consistent with the corresponding provisions of the Existing Credit Agreement.
Assignments and Participations:	The Lenders shall be permitted to assign (other than to the Borrower or its affiliates) all or a portion of their Loans and Commitments with the consent, not to be unreasonably withheld or delayed, of (a) the Borrower, unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund, (ii) a payment or bankruptcy event of default under the Credit Documentation has occurred and is continuing, or (iii) such consent is not required pursuant to the syndication provisions of the Commitment Letter, and (b) the Administrative Agent, unless a Loan is being assigned to an existing Lender, an affiliate thereof or an approved fund. In the case of partial assignments (other than to another Lender or to an affiliate of a Lender), the minimum assignment amount shall be $1,000,000, unless otherwise agreed by the Borrower (unless a payment or bankruptcy event of default under the Credit Documentation has occurred and is continuing) and the Administrative Agent. If the consent of the Borrower is required in connection with any assignment, it shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within five (5) business days of receiving written request for its consent to such assignment.
	The Lenders shall also be permitted to sell participations in their Loans. The provisions relating to participants shall be substantially consistent with the corresponding provisions of the Existing Credit Agreement.
	Pledges of Loans in accordance with applicable law shall be permitted without restriction. Promissory notes shall be issued under the Facility only upon request.
Yield Protection:	The Credit Documentation shall contain customary provisions yield protections provisions substantially consistent with the corresponding provisions of the Existing Credit Agreement.

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Expenses and Indemnification:	The Borrower shall pay (a) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Arranger associated with the syndication of the Facility and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with respect thereto (including, without limitation, the reasonable and documented fees, disbursements and other charges of a single counseland, if reasonably necessary, one local counsel in each relevant jurisdiction and one regulatory counsel) and (b) all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders (including, without limitation, the fees, disbursements and other charges of a single counsel for such parties, taken as a whole and, if reasonably necessary, one local counsel in any relevant jurisdiction and one regulatory counsel and, in the case of a conflict of interest, one additional counsel to the affected indemnified persons taken as a whole and, if reasonably necessary, one additional local counsel to such affected indemnified persons taken as a whole in any relevant jurisdiction and one regulatory counsel) in connection with the enforcement of the Credit Documentation.
	The Credit Documentation shall contain “Indemnification” provisions substantially consistent with the corresponding provisions of the Existing Credit Agreement.
Governing Law and Forum:	New York law. Each party to the Credit Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York exclusive jurisdiction.
Counsel to the Administrative Agent and the Arranger:	Cahill Gordon & Reindel LLP.

A-5

Annex I
to Exhibit A

Interest and Certain Fees

Interest Rate Options:	The Borrower may elect that the Loans bear interest at a rate per annum equal to:
	(i) the ABR plus the Applicable Margin; or
	(ii) the Adjusted LIBO Rate plus the Applicable Margin.
	As used herein:
	“ABR” means, for any day, a fluctuating rate per annum equal to the highest of (i) the federal funds effective rate from time to time plus 0.50%, (ii) the rate of interest per annum from time to time published in the “Money Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one rate is published as the Prime Lending Rate, then the highest of such rates (the “Prime Rate”) (each change in the Prime Rate to be effective as of the date of publication in The Wall Street Journal of a “Prime Lending Rate” that is different from that published on the preceding domestic business day); provided, that in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Lending Rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Lending Rate and (iii) the one month Adjusted LIBO Rate plus 1.00%. Each change in any interest rate provided for herein based upon the ABR resulting from a change in the Prime Lending Rate, the federal funds effective rate or the Adjusted LIBO Rate shall take effect at the time of such change in the Prime Lending Rate, the federal funds effective rate, or the Adjusted LIBO Rate, respectively.
	“Adjusted LIBO Rate” means the LIBO Rate, as adjusted for statutory reserve requirements for eurocurrency liabilities (if any).
	“Applicable Margin” means a percentage determined in accordance with the pricing grid attached hereto as Annex I-A (the “Pricing Grid”).
	“LIBO Rate” means the rate for eurodollar deposits in the London interbank market for a period of one, two, three or six months, in each case as selected by the Borrower, appearing on Page LIBOR01 of the Reuters screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR (“ABR Loans”), quarterly in arrears on the last business day of each March, June, September and December.
	In the case of Loans bearing interest based upon the Adjusted LIBO Rate (“LIBOR Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

Commitment Fees:	The Borrower shall pay, or cause to be paid, commitment fees (the “Commitment Fees”) to each Lender under the Facility calculated at a rate per annum equal to the Commitment Fee Rate (as set forth on the Pricing Grid) on the daily average undrawn Commitments of such Lender, accruing during the period commencing on the later of (i) the date that is 30 days following the date of the Commitment Letter and (ii) the date of execution of the credit agreement for the Facility, payable quarterly in arrears and upon repayment or termination of the Facility.
Duration Fees:	The Borrower shall pay, or cause to be paid, duration fees (the “Duration Fees”) for the account of each Lender in amounts equal to the percentage as determined in accordance with the grid below, of the principal amount of the Loan of such Lender outstanding at the close of business, New York City time, on each date set forth in the grid below, payable on each such date:
	Duration Fee
	90 days after the Effective Date	180 days after the Effective Date	270 days after the Effective Date
	0.50%	1.00%	1.50%
Default Rate:	At any time when a payment default under the Credit Documentation has occurred and is continuing, the overdue amount shall accrue interest at a rate per annum equal to (i) in the case of principal of any Loan, 2% above the rate otherwise applicable thereto or (ii) in the case of any other amount, 2% above the rate applicable to ABR Loans, with such interest being payable on demand.
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.

Annex I-A
to Exhibit A

PROJECT CRICKET

Pricing Grid

Borrower’s Index Debt Rating (S&P or Moody’s)	Applicable Margin								Commitment Fee Rate
	Effective Date through 89 days after Effective Date		90 days after Effective Date through 179 days after Effective Date		180 days after Effective Date through 269 days after Effective Date		270 days after Effective Date and thereafter
	ABR Loans	LIBOR Loans	ABR Loans	LIBOR Loans	ABR Loans	LIBOR Loans	ABR Loans	LIBOR Loans
Rating Level 1: ≥ BBB+ / Baa1	25 bps	125 bps	75 bps	175 bps	125 bps	225 bps	175 bps	275 bps	15 bps
Rating Level 2: BBB / Baa2	50 bps	150 bps	100 bps	200 bps	150 bps	250 bps	200 bps	300 bps	17.5 bps
Rating Level 3: BBB- / Baa3	75 bps	175 bps	125 bps	225 bps	175 bps	275 bps	225 bps	325 bps	20 bps
Rating Level 4: BB+ or Ba1	100 bps	200 bps	150 bps	250 bps	200 bps	300 bps	250 bps	350 bps	25 bps
Rating Level 5: ≤ BB or Ba2	125 bps	225 bps	175 bps	275 bps	225 bps	325 bps	275bps	375 bps	30 bps

In the event of a split rating, the higher rating shall apply, except that in the event of a split rating of more than one level, the applicable rating shall be one level above the lower rating. In the event that debt ratings are not obtained, the pricing will be determined based on Rating Level 5.

Exhibit B

PROJECT CRICKET
364-DAY SENIOR UNSECURED BRIDGE TERM LOAN FACILITY

Conditions Precedent to Availability of Loans

The Commitments of the Lenders and the making of Loans on the Effective Date shall be conditioned upon satisfaction of the following conditions precedent on or before the Commitment Termination Date:

1.Each party thereto shall have executed and delivered the Credit Documentation.

2.(i) The Acquisition shall have been, or concurrently with the initial funding under the Facility shall be, consummated in accordance with the terms of the Acquisition Agreement and (ii) no provision of the Acquisition Agreement, dated February 27, 2013, shall have been waived, amended, supplemented or otherwise modified, and no consent or request by the Borrower or any of its subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders without the Arranger’s prior written consent (it being understood that any amendment or waiver that results in a reduction of the purchase price of less than 10% is deemed not to be materially adverse to the Lenders).

3.The Arranger shall have received audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the last three full fiscal years ended at least 60 days prior to the Effective Date, and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for each subsequent fiscal quarterly interim period or periods ended at least 40 days prior to the Effective Date (and the corresponding period(s) of the prior fiscal year), which shall be reviewed by the independent accountants for the Borrower as provided in Statement of Auditing Standards No. 100, and which are prepared in accordance with US GAAP and as are required by and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to registration statements on Form S-; provided, however, if such information is filed by the Borrower with the SEC and publicly available, the conditions set forth in this paragraph 3 shall be deemed satisfied.

4.The Lenders, the Administrative Agent, the Commitment Parties and the Arranger shall have received all fees required to be paid, and all expenses for which invoices have been presented at least 3 business days prior to the Effective Date, on or before the Effective Date.

5.The Lenders shall have received such customary legal opinions from such counsel to the Borrower as may be reasonably required by the Administrative Agent, corporate organizational documents, good standing certificates and customary officer certificates (including, without limitation, a customary certificate from the chief financial officer of the Borrower demonstrating the solvency (on a consolidated basis) of the Borrower and its subsidiaries as of the Effective Date), resolutions and borrowing notices, as is customary for transactions of this type and reasonably satisfactory to the Administrative Agent. To the extent requested at least 10 business days prior to the Effective Date, the Administrative Agent shall have received, at least 5 business days prior to the Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-

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your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as reasonably requested by any of the Administrative Agent, the Arranger and the Lenders).

6.The Specified Representations and such of the representations made by or on behalf of the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders, only to the extent the Borrower shall has (or your applicable affiliate has) the right to terminate your (or its) obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement, shall be true and correct in all material respects after giving effect to, the making of such Loans on the Effective Date.

7.There shall exist no default or event of default, in each case, relating to bankruptcy or insolvency, under the Credit Documentation on the Effective Date.

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EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Heather Bresch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mylan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period[s] presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Heather Bresch

Heather Bresch

Chief Executive Officer

(Principal Executive Officer)

Date: May 2, 2013

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, John D. Sheehan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mylan Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period[s] presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ John D. Sheehan

John D. Sheehan

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: May 2, 2013

EX-32

Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Mylan Inc. (the “Company”) for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Heather Bresch

Heather Bresch

Chief Executive Officer

(Principal Executive Officer)

/s/ John D. Sheehan

John D. Sheehan

Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

Date: May 2, 2013

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-Q.

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Stock-Based Incentive Plan (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation expense, net of estimated forfeitures	$ 94.1
Weighted-average period over which total unrecognized compensation expense expected to be recognized (years)	1 year 11 months 25 days
Intrinsic value of stock-based awards exercised and restricted stock units converted	41.5	28.1
Long Term Incentive Plan 2003
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares reserved for issuance to employees	55,300,000
Average remaining contractual term for options outstanding (years)	6 years 9 months 25 days
Average remaining contractual term for options vested and expected to vest (years)	6 years 8 months 22 days
Average remaining contractual term for options exercisable (years)	5 years 8 months 0 days
Aggregate intrinsic value for options outstanding	137.3
Aggregate intrinsic value for options vested and expected to vest	131.7
Aggregate intrinsic value for options exercisable	$ 102.1
Long Term Incentive Plan 2003 | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option award expiration period	10 years
Long Term Incentive Plan 2003 | Stock Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option award vesting period	3 years
Long Term Incentive Plan 2003 | Stock Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option award vesting period	4 years

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Financial Instruments And Risk Management (Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations, Derivatives In Fair Value Hedging Relationships) (Details) (Fair Value Hedging Relationships, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	$ (1,800)	$ 11,896
Amount of Gain or (Loss) Recognized in Earnings on Hedging Items	5,309	(8,825)
Interest expense | Interest rate swaps
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	(1,800)	11,896
Interest expense | 2018 Senior Notes
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Hedging Items	$ 5,309	$ (8,825)

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Goodwill And Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Intangible Assets Excluding Goodwill [Line Items]
Amortization expense	$ 91.5	$ 87.8
Expected amortization expense, remainder of 2013	260
Expected amortization expense, 2014	339
Expected amortization expense, 2015	317
Expected amortization expense, 2016	244
Expected amortization expense, 2017	199
Acquired IPR&D assets reclassified to product rights and licenses	6.5	33.0
Bioniche Pharma Holdings Limited
Intangible Assets Excluding Goodwill [Line Items]
Impairment charge, IPR&D	$ 5.1

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Segment Information (Narrative) (Details)	3 Months Ended
	Mar. 31, 2013 segments
Segment Reporting [Abstract]
Number of reportable segments	2

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Financial Instruments And Risk Management (Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations, Derivatives In Cash Flow Hedging Relationships) (Details) (Cash Flow Hedging Relationships, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)	$ 9,445	$ 10,137
Amount of Loss Reclassified from AOCE into Earnings (Effective Portion)	(9,816)	(5,629)
Amount of Gain Excluded from the Assessment of Hedge Effectiveness	8,108	5,711
Foreign currency forward contracts
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)	4,737	11,461
Foreign currency forward contracts | Net revenues
Derivative [Line Items]
Amount of Loss Reclassified from AOCE into Earnings (Effective Portion)	(9,104)	(5,255)
Foreign currency forward contracts | Other income (expense), net
Derivative [Line Items]
Amount of Gain Excluded from the Assessment of Hedge Effectiveness	8,108	5,711
Interest rate swaps
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)	4,708	(1,324)
Interest rate swaps | Interest expense
Derivative [Line Items]
Amount of Loss Reclassified from AOCE into Earnings (Effective Portion)	$ (712)	$ (374)

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Earnings Per Common Share Attributable To Mylan Inc. (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		0 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Feb. 27, 2013 Maximum	Sep. 30, 2011 Old warrants	Sep. 15, 2008 Old warrants	Sep. 15, 2008 Old warrants Maximum	Sep. 30, 2011 New warrants	Mar. 31, 2013 Convertible Debt Cash Convertible Notes	Dec. 31, 2012 Convertible Debt Cash Convertible Notes	Sep. 15, 2008 Convertible Debt Cash Convertible Notes
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Principal amount of debt instrument								$ 574	$ 575	$ 575
Warrant rights number of shares						43.2
Warrants issued exercise price per share					20.00		30.00
Number of warrants exchanged				41.0
Weighted average number diluted shares outstanding adjustment, stock-based awards and warrants	0.7	0.2
Stock repurchase program, authorized amount			$ 500
Treasury stock, shares, acquired through repurchase program	16.3
Anti-dilutive stock options or restricted stock awards excluded from computation of earnings per share	2.3	6.4

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Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Summary Of Long-Term Debt

A summary of long-term debt is as follows:

(In thousands)	March 31, 2013		December 31, 2012
U.S. Term Loans	$	1,132,813	$	1,156,250
Revolving Facility	310,000		—
2017 Senior Notes	550,000		550,000
2018 Senior Notes	822,008		826,974
2020 Senior Notes	1,013,038		1,013,372
2023 Senior Notes	748,484		748,452
Cash Convertible Notes	1,197,241		1,136,768
Other	132		132
	5,773,716		5,431,948
Less: Current portion	101,574		94,752
Total long-term debt	$	5,672,142	$	5,337,196

Interest Rates On Outstanding Borrowings Under Term Loans

Details of the interest rates in effect at March 31, 2013 and December 31, 2012 on the outstanding borrowings under the U.S. Term Loans are in the table below:

	March 31, 2013					December 31, 2012
(In thousands, except basis and rate amounts)	Outstanding		Basis	Rate		Outstanding		Basis	Rate
U.S. Term Loans:
Swapped to Fixed Rate — January 2014	$	500,000	Fixed	2.35	%	$	500,000	Fixed	2.35	%
Swapped to Fixed Rate — March 2014	350,000		Fixed	2.20	%	350,000		Fixed	2.20	%
Floating Rate	282,813		LIBOR + 1.75%	1.95	%	306,250		LIBOR + 1.75%	1.96	%
Total U.S. Term Loans	$	1,132,813				$	1,156,250

Minimum Repayments On Outstanding Borrowings Under Term Loans And Convertible Notes Excluding Discounts, Premium And Conversion Features

Mandatory minimum repayments remaining on the outstanding borrowings under the term loans and notes at March 31, 2013, excluding the discounts, premium and conversion features, are as follows for each of the periods ending December 31:

(In thousands)	U.S. Term Loans		Cash Convertible Notes		2017 Senior Notes		2018 Senior Notes		2020 Senior Notes		2023 Senior Notes		Revolving Facility		Total
2013	$	70,313	$	11	$	—	$	—	$	—	$	—	$	—	$	70,324
2014	125,000		—		—		—		—		—		—		125,000
2015	187,500		573,985		—		—		—		—		—		761,485
2016	750,000		—		—		—		—		—		310,000		1,060,000
2017	—		—		550,000		—		—		—		—		550,000
Thereafter	—		—		—		800,000		1,000,000		750,000		—		2,550,000
Total	$	1,132,813	$	573,996	$	550,000	$	800,000	$	1,000,000	$	750,000	$	310,000	$	5,116,809

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Financial Instruments And Risk Management (Financial Assets And Liabilities Carried At Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	$ 62,194	$ 135,209
Trading securities	11,715	10,913
Foreign exchange derivative assets	7,093	5,818
Total assets at fair value	830,161	847,815
Foreign exchange derivative liabilities	5,903	19,228
Total liabilities at fair value	1,090,727	1,044,548
Purchased cash convertible note hedge
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible debt, fair value disclosures	691,600	636,300
Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap derivative liabilities	8,203	9,823
Cash conversion feature of Cash Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible debt, fair value disclosures	691,600	636,300
Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration	385,021	379,197
Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	62,194	135,209
Equity securities - exchange traded funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Trading securities	11,715	10,913
Available-for-sale fixed income investments
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	22,450	22,826
US Treasuries
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	11,148	11,085
Corporate bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	7,889	8,189
Agency mortgage-backed securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	937	1,050
Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	2,476	2,502
Total available-for-sale equity securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	83	102
Biosciences industry
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	83	102
Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap derivative assets	35,026	36,647
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	62,194	135,209
Trading securities	11,715	10,913
Total assets at fair value	73,992	146,224
Level 1 | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	62,194	135,209
Level 1 | Equity securities - exchange traded funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Trading securities	11,715	10,913
Level 1 | Total available-for-sale equity securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	83	102
Level 1 | Biosciences industry
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	83	102
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Foreign exchange derivative assets	7,093	5,818
Total assets at fair value	756,169	701,591
Foreign exchange derivative liabilities	5,903	19,228
Total liabilities at fair value	705,706	665,351
Level 2 | Purchased cash convertible note hedge
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible debt, fair value disclosures	691,600	636,300
Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap derivative liabilities	8,203	9,823
Level 2 | Cash conversion feature of Cash Convertible Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible debt, fair value disclosures	691,600	636,300
Level 2 | Available-for-sale fixed income investments
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	22,450	22,826
Level 2 | US Treasuries
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	11,148	11,085
Level 2 | Corporate bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	7,889	8,189
Level 2 | Agency mortgage-backed securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	937	1,050
Level 2 | Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Available-for-sale securities	2,476	2,502
Level 2 | Interest rate swaps
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate swap derivative assets	35,026	36,647
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total liabilities at fair value	385,021	379,197
Level 3 | Contingent consideration
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Contingent consideration	$ 385,021	$ 379,197

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Segment Information (Reconciliation Of Segment Information To Total Consolidated Information) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Segment Reporting Information [Line Items]
Third party	$ 1,631,490		$ 1,583,655
Intersegment	0		0
Total	1,631,490		1,583,655
Segment profitability	213,847		250,538
Generics Segment
Segment Reporting Information [Line Items]
Third party	1,412,816		1,412,475
Intersegment	629		355
Total	1,413,445		1,412,830
Segment profitability	392,060		411,664
Specialty Segment
Segment Reporting Information [Line Items]
Third party	218,674		171,180
Intersegment	7,928		14,578
Total	226,602		185,758
Segment profitability	89,807		60,458
Corporate/Other
Segment Reporting Information [Line Items]
Third party	0	[1]	0	[1]
Intersegment	(8,557)	[1]	(14,933)	[1]
Total	(8,557)	[1]	(14,933)	[1]
Segment profitability	$ (268,020)	[1]	$ (221,584)	[1]

[1] Includes certain corporate general and administrative and research and development expenses; net charges for litigation settlements; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments.

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Financial Instruments And Risk Management (Policies)

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Financial Instruments Policy

Fair Value Measurement

Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

• Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

• Level 2: Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.

• Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value.

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Goodwill And Intangible Assets (Components Of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013		Dec. 31, 2012
Intangible Assets Excluding Goodwill [Line Items]
Original Cost	$ 3,634,644		$ 3,687,644
Accumulated Amortization	1,942,232		1,889,096
Net Book Value	1,692,412		1,798,548
IPR&D	413,028		425,909
Original Cost, Total intangible assets	4,047,672		4,113,553
Intangible assets, net	2,105,440		2,224,457
Patents and technologies
Intangible Assets Excluding Goodwill [Line Items]
Weighted Average Life (Years)	20 years		20 years
Original Cost	116,631		116,631
Accumulated Amortization	89,656		88,288
Net Book Value	26,975		28,343
Product rights and licenses
Intangible Assets Excluding Goodwill [Line Items]
Weighted Average Life (Years)	10 years		10 years
Original Cost	3,411,312		3,459,980
Accumulated Amortization	1,794,267		1,749,424
Net Book Value	1,617,045		1,710,556
Other
Intangible Assets Excluding Goodwill [Line Items]
Weighted Average Life (Years)	8 years		8 years
Original Cost	106,701	[1]	111,033	[1]
Accumulated Amortization	58,309	[1]	51,384	[1]
Net Book Value	$ 48,392	[1]	$ 59,649	[1]

[1] Other intangible assets consist principally of customer lists and contracts.

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Balance Sheet Components Balance Sheet Components (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contingent consideration, value	$ 385.0	$ 379.2
Restricted cash	$ 54.5	$ 1.5

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Revenue Recognition and Accounts Receivable (Narrative) (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Revenue Recognition And Accounts Receivable [Line Items]
Sales allowances, current	$ 918,400,000	$ 977,000,000
Accrued sales allowances and other adjustments	187,803,000	202,891,000
Securitized accounts receivable	455,700,000	556,500,000
Receivables Facility
Revenue Recognition And Accounts Receivable [Line Items]
Receivables Facility maximum borrowing capacity	$ 400,000,000

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Financial Instruments And Risk Management (Fair Values Of Derivative Instruments, Derivatives Designated As Hedging Instruments) (Details) (Designated as hedging instrument, USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Asset Derivatives, Fair Value	$ 38,926	$ 36,647
Liability Derivatives, Fair Value	8,203	25,686
Prepaid expenses and other current assets | Interest rate swaps
Derivative [Line Items]
Asset Derivatives, Fair Value	35,026	36,647
Prepaid expenses and other current assets | Foreign currency forward contracts
Derivative [Line Items]
Asset Derivatives, Fair Value	3,900	0
Other current liabilities | Interest rate swaps
Derivative [Line Items]
Liability Derivatives, Fair Value	8,203	9,823
Other current liabilities | Foreign currency forward contracts
Derivative [Line Items]
Liability Derivatives, Fair Value	$ 0	$ 15,863

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Comprehensive Earnings (Accumulated Other Comprehensive Earnings (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Equity [Abstract]
Net unrealized gains on marketable securities, net of tax	$ 843	$ 1,033
Net unrecognized losses and prior service costs related to defined benefit plans, net of tax	(13,717)	(13,890)
Net unrecognized losses on derivatives, net of tax	(12,272)	(30,820)
Foreign currency translation adjustment	(183,256)	(42,821)
Accumulated other comprehensive earnings, beginning of period	$ (208,402)	$ (86,498)

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Debt (Senior Credit Facilities) (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Nov. 14, 2011
Debt Instrument [Line Items]
Long-term debt	$ 5,773,716,000	$ 5,431,948,000
Revolving Facility
Debt Instrument [Line Items]
Long-term debt	310,000,000	0
Loans Payable | U.S. Term Loans
Debt Instrument [Line Items]
Long-term debt	1,132,813,000	1,156,250,000	1,250,000,000
Repayments of debt	23,400,000
Revolving Credit Facility | Revolving Facility
Debt Instrument [Line Items]
Revolving facility, maxiumum borrowing capacity			1,250,000,000
Line of credit facility, amount outstanding	$ 310,000,000
Interest rate during period	1.60%

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Earnings Per Common Share Attributable To Mylan Inc. (Basic and Diluted Earnings Per Common Share Attributable To Mylan Inc.) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Abstract]
Net earnings attributable to Mylan Inc. common shareholders	$ 106,882	$ 129,079
Weighted average common shares outstanding	393,163	427,251
Basic earnings per common share attributable to Mylan Inc. common shareholders	$ 0.27	$ 0.30
Weighted average number diluted shares outstanding adjustment, stock-based awards and warrants	5,850	5,114
Total dilutive shares outstanding	399,013	432,365
Diluted earnings per common share attributable to Mylan Inc. common shareholders	$ 0.27	$ 0.30

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

New Accounting Pronouncements

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued revised accounting guidance on the presentation of comprehensive income in the financial statements. The amended guidance requires an entity to report, in one place, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. Reclassifications must be disclosed if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. The guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted the guidance for the three months ended March 31, 2013 by presenting additional disclosure in the notes to financial statements (see Note 11). The adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

In December 2011 and January 2013, the FASB issued revised accounting guidance for an entity with particular financial instruments and derivative instruments that offset in accordance with the FASB’s guidance regarding other presentation matters for derivatives and hedging. Under the amendments in this update, an entity with financial instruments that are offset in the financial statements or subject to enforceable master netting arrangements or similar agreements must disclose the gross amount recognized for the asset/liability, the offsetting amounts, the net amounts presented on the balance sheet and any amounts subject to enforceable master netting arrangements. The amended guidance is effective for fiscal years, including interim periods, beginning on or after January 1, 2013. Retroactive application is required. The Company adopted the guidance for the three months ended March 31, 2013, and the adoption of the guidance did not have a material effect on the Company’s results of operations, financial position or cash flows.

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Debt (Cash Convertible Notes) (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Sep. 15, 2008
Debt Instrument [Line Items]
Long-term debt	$ 5,773,716,000	$ 5,431,948,000
Cash Convertible Notes
Debt Instrument [Line Items]
Reference consecutive trading days	5 days
Trading days	20 days
Consecutive trading days	30 days
Convertible Debt | Cash Convertible Notes
Debt Instrument [Line Items]
Long-term debt	1,197,241,000	1,136,768,000
Debt	505,600,000	500,500,000
Face amount of debt	574,000,000	575,000,000	575,000,000
Discount on debt	68,400,000	74,500,000
Convertible debt instrument, carrying amount of the equity component	691,600,000	636,300,000
Ratio of observed share price to conversion reference price	130.00%
Conversion reference price	$ 13.32
Reference principal amount	1,000
Conversion reference rate, per reference principal amount	75.0751
Call Options | Cash Convertible Notes
Debt Instrument [Line Items]
Convertible debt instrument, fair value of associated derivative transaction	$ 691,600,000	$ 636,300,000

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Balance Sheet Components (Inventories) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 507,519	$ 455,958
Work in process	271,230	268,191
Finished goods	844,497	801,093
Inventories	$ 1,623,246	$ 1,525,242

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Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Inventories

Selected balance sheet components consist of the following:

(In thousands)	March 31, 2013		December 31, 2012
Inventories:
Raw materials	$	507,519	$	455,958
Work in process	271,230		268,191
Finished goods	844,497		801,093
	$	1,623,246	$	1,525,242

Property, Plant and Equipment

Property, plant and equipment:
Land and improvements	$	77,100	$	73,857
Buildings and improvements	673,001		665,058
Machinery and equipment	1,526,695		1,436,904
Construction in progress	258,547		308,192
	2,535,343		2,484,011
Less accumulated depreciation	1,113,454		1,086,795
	$	1,421,889	$	1,397,216

Other Current Liabilities

Other current liabilities:
Legal and professional accruals, including litigation accruals	$	123,906	$	122,083
Payroll and employee benefit plan accruals	210,795		266,650
Accrued sales allowances	187,803		202,891
Accrued interest	55,268		72,590
Fair value of financial instruments	14,106		29,051
Other	313,741		290,281
	$	905,619	$	983,546

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Stock-Based Incentive Plan (Tables)

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Option Activity

The following table summarizes stock option activity:

	Number of Shares Under Option		Weighted Average Exercise Price per Share
Outstanding at December 31, 2012	16,616,617		$	19.54
Options granted	1,168,837		30.62
Options exercised	(1,607,628	)	17.86
Options forfeited	(188,576	)	22.13
Outstanding at March 31, 2013	15,989,250		$	20.49
Vested and expected to vest at March 31, 2013	15,084,161		$	20.35
Options exercisable at March 31, 2013	9,774,159		$	18.51

Status Of Company's Nonvested Restricted Stock And Restricted Stock Unit Awards And Changes

A summary of the status of the Company’s nonvested restricted stock and restricted stock unit awards, including performance based restricted stock, as of March 31, 2013 and the changes during the three months endedMarch 31, 2013 are presented below:

	Number of Restricted Stock Awards		Weighted  Average Grant-Date Fair Value per  Share
Nonvested at December 31, 2012	2,498,316		$	22.47
Granted	1,791,903		30.86
Released	(745,307	)	21.82
Forfeited	(58,564	)	23.03
Nonvested at March 31, 2013	3,486,348		$	26.92

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Financial Instruments And Risk Management (Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations, Derivatives Not Designated As Hedging Instruments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	$ (11,231)	$ 5,255
Foreign currency forward contracts | Other income (expense), net
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	(11,231)	5,255
Cash conversion feature of Cash Convertible Notes | Other income (expense), net
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	(55,300)	(51,600)
Purchased cash convertible note hedge | Other income (expense), net
Derivative [Line Items]
Amount of Gain or (Loss) Recognized in Earnings on Derivatives	$ 55,300	$ 51,600

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Balance Sheet Components (Property, Plant and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,535,343	$ 2,484,011
Less accumulated depreciation	1,113,454	1,086,795
Total property, plant and equipment, net	1,421,889	1,397,216
Land and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	77,100	73,857
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	673,001	665,058
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,526,695	1,436,904
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 258,547	$ 308,192

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Earnings Per Common Share Attributable To Mylan Inc. (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Basic And Diluted Earnings Per Common Share Attributable To Mylan Inc.

Basic and diluted earnings per common share attributable to Mylan Inc. are calculated as follows:

	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2013		2012
Basic earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	106,882	$	129,079
Shares (denominator):
Weighted average common shares outstanding	393,163		427,251
Basic earnings per common share attributable to Mylan Inc. common shareholders	$	0.27	$	0.30

Diluted earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	106,882	$	129,079
Shares (denominator):
Weighted average common shares outstanding	393,163		427,251
Stock-based awards and warrants	5,850		5,114
Total dilutive shares outstanding	399,013		432,365
Diluted earnings per common share attributable to Mylan Inc. common shareholders	$	0.27	$	0.30

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Goodwill And Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Changes In Carrying Amount Of Goodwill

The changes in the carrying amount of goodwill for the three months endedMarch 31, 2013 are as follows:

(In thousands)	Generics Segment			Specialty Segment			Total
Balance at December 31, 2012:
Goodwill	$	3,194,148		$	706,507		$	3,900,655
Accumulated impairment losses	—			(385,000		)	(385,000		)
	3,194,148			321,507			3,515,655
Goodwill acquired (1)	10,213			—			10,213
Transfers (2)	(27,602		)	27,602			—
Foreign currency translation	(74,362		)	—			(74,362		)
	$	3,102,397		$	349,109		$	3,451,506
Balance at March 31, 2013:
Goodwill	$	3,102,397		$	734,109		$	3,836,506
Accumulated impairment losses	—			(385,000		)	(385,000		)
	$	3,102,397		$	349,109		$	3,451,506

____________

⁽¹⁾  See Note 4.

⁽²⁾  As a result of the January 1, 2013 reorganization of certain components between the Generics and Specialty segments, the Company was required to reassign a portion of the carrying amount of goodwill to the Specialty segment.

Components Of Intangible Assets

Intangible assets consist of the following components at March 31, 2013 and December 31, 2012:

(In thousands)	Weighted Average Life (Years)	Original Cost		Accumulated Amortization		Net Book Value
March 31, 2013
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	89,656	$	26,975
Product rights and licenses	10	3,411,312		1,794,267		1,617,045
Other (1)	8	106,701		58,309		48,392
		3,634,644		1,942,232		1,692,412
In-process research and development		413,028		—		413,028
		$	4,047,672	$	1,942,232	$	2,105,440
December 31, 2012
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	88,288	$	28,343
Product rights and licenses	10	3,459,980		1,749,424		1,710,556
Other (1)	8	111,033		51,384		59,649
		3,687,644		1,889,096		1,798,548
In-process research and development		425,909		—		425,909
		$	4,113,553	$	1,889,096	$	2,224,457

____________

⁽¹⁾  Other intangible assets consist principally of customer lists and contracts.

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Revenue Recognition and Accounts Receivable

3 Months Ended

Mar. 31, 2013

Accounts Receivable, Net [Abstract]

Revenue Recognition And Accounts Receivable

Revenue Recognition and Accounts Receivable

Mylan recognizes net revenue for product sales when title and risk of loss pass to its customers and when provisions for estimates, including discounts, sales allowances, price adjustments, returns, chargebacks and other promotional programs are reasonably determinable. Accounts receivable are presented net of allowances relating to these provisions. No revisions were made to the methodology used in determining these provisions during the three months endedMarch 31, 2013. Such allowances were $918.4 million and $977.0 million at March 31, 2013 and December 31, 2012. Other current liabilities include $187.8 million and $202.9 million at March 31, 2013 and December 31, 2012, for certain sales allowances and other adjustments that are paid to indirect customers.

Through its wholly owned subsidiary Mylan Pharmaceuticals Inc. (“MPI”), the Company has access to a $400 million accounts receivable securitization facility (the “Receivables Facility”). The receivables underlying any borrowings are included in accounts receivable, net, in the Condensed Consolidated Balance Sheets. There were $455.7 million of securitized accounts receivable at March 31, 2013.

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Financial Instruments And Risk Management (Tables)

3 Months Ended

Mar. 31, 2013

Derivative [Line Items]

Financial Assets And Liabilities Carried At Fair Value

Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above:

	March 31, 2013
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	62,194	$	—	$	—	$	62,194
Total cash equivalents	62,194		—		—		62,194
Trading securities:
Equity securities — exchange traded funds	11,715		—		—		11,715
Total trading securities	11,715		—		—		11,715
Available-for-sale fixed income investments:
U.S. Treasuries	—		11,148		—		11,148
Corporate bonds	—		7,889		—		7,889
Agency mortgage-backed securities	—		937		—		937
Other	—		2,476		—		2,476
Total available-for-sale fixed income investments	—		22,450		—		22,450
Available-for-sale equity securities:
Biosciences industry	83		—		—		83
Total available-for-sale equity securities	83		—		—		83
Foreign exchange derivative assets	—		7,093		—		7,093
Interest rate swap derivative assets	—		35,026		—		35,026
Purchased cash convertible note hedge	—		691,600		—		691,600
Total assets at fair value	$	73,992	$	756,169	$	—	$	830,161
Financial Liabilities
Foreign exchange derivative liabilities	$	—	$	5,903	$	—	$	5,903
Interest rate swap derivative liabilities	—		8,203		—		8,203
Cash conversion feature of Cash Convertible Notes	—		691,600		—		691,600
Contingent consideration	—		—		385,021		385,021
Total liabilities at fair value	$	—	$	705,706	$	385,021	$	1,090,727

	December 31, 2012
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	135,209	$	—	$	—	$	135,209
Total cash equivalents	135,209		—		—		135,209
Trading securities:
Equity securities — exchange traded funds	10,913		—		—		10,913
Total trading securities	10,913		—		—		10,913
Available-for-sale fixed income investments:
U.S. Treasuries	—		11,085		—		11,085
Corporate bonds	—		8,189		—		8,189
Agency mortgage-backed securities	—		1,050		—		1,050
Other	—		2,502		—		2,502
Total available-for-sale fixed income investments	—		22,826		—		22,826
Available-for-sale equity securities:
Biosciences industry	102		—		—		102
Total available-for-sale equity securities	102		—		—		102
Foreign exchange derivative assets	—		5,818		—		5,818
Interest rate swap derivative assets	—		36,647		—		36,647
Purchased cash convertible note hedge	—		636,300		—		636,300
Total assets at fair value	$	146,224	$	701,591	$	—	$	847,815
Financial Liabilities
Foreign exchange derivative liabilities	$	—	$	19,228	$	—	$	19,228
Interest rate swap derivative liabilities	—		9,823		—		9,823
Cash conversion feature of Cash Convertible Notes	—		636,300		—		636,300
Contingent consideration	—		—		379,197		379,197
Total liabilities at fair value	$	—	$	665,351	$	379,197	$	1,044,548

Designated as Hedging Instrument

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

Fair Values of Derivative Instruments

Derivatives Designated as Hedging Instruments

	Asset Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Prepaid expenses and other current assets	$	35,026	Prepaid expenses and other current assets	$	36,647
Foreign currency forward contracts	Prepaid expenses and other current assets	3,900		Prepaid expenses and other current assets	—
Total		$	38,926		$	36,647

	Liability Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Other current liabilities	$	8,203	Other current liabilities	$	9,823
Foreign currency forward contracts	Other current liabilities	—		Other current liabilities	15,863
Total		$	8,203		$	25,686

Not Designated as Hedging Instruments

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

Fair Values of Derivative Instruments

Derivatives Not Designated as Hedging Instruments

	Asset Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$	3,193	Prepaid expenses and other current assets	$	5,818
Purchased cash convertible note hedge	Other assets	691,600		Other assets	636,300
Total		$	694,793		$	642,118

	Liability Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Other current liabilities	$	5,903	Other current liabilities	$	3,365
Cash conversion feature of Cash Convertible Notes	Long-term debt	691,600		Long-term debt	636,300
Total		$	697,503		$	639,665

Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives Not Designated as Hedging Instruments

	Location of Gain or (Loss) Recognized  in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
		Three Months Ended
		March 31,
(In thousands)		2013			2012
Foreign currency forward contracts	Other income (expense), net	$	(11,231	)	$	5,255
Cash conversion feature of Cash Convertible Notes	Other income (expense), net	(55,300		)	(51,600		)
Purchased cash convertible note hedge	Other income (expense), net	55,300			51,600
Total		$	(11,231	)	$	5,255

Fair Value Hedging Relationships

Derivative [Line Items]

Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives in Fair Value Hedging Relationships

	Location of Gain or (Loss) Recognized in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
(In thousands)		Three Months Ended
		March 31,
		2013			2012
Interest rate swaps	Interest expense	$	(1,800	)	$	11,896
Total		$	(1,800	)	$	11,896

	Location of Gain or(Loss)  Recognized in Earnings on Hedged Items	Amount of Gain or (Loss) Recognized in Earnings on Hedging Items
(In thousands)		Three Months Ended
		March 31,
		2013		2012
2018 Senior Notes	Interest expense	$	5,309	$	(8,825	)
Total		$	5,309	$	(8,825	)

Cash Flow Hedging Relationships

Derivative [Line Items]

Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives in Cash Flow Hedging Relationships

	Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)
	Three Months Ended
	March 31,
(In thousands)	2013		2012
Foreign currency forward contracts	$	4,737	$	11,461
Interest rate swaps	4,708		(1,324		)
Total	$	9,445	$	10,137

	Location of Loss Reclassified from AOCE into Earnings (Effective Portion)	Amount of Loss Reclassified from AOCE into Earnings (Effective Portion)
		Three Months Ended
		March 31,
(In thousands)		2013			2012
Foreign currency forward contracts	Net revenues	$	(9,104	)	$	(5,255	)
Interest rate swaps	Interest expense	(712		)	(374		)
Total		$	(9,816	)	$	(5,629	)

	Location of Gain Excluded from the Assessment of Hedge Effectiveness	Amount of Gain Excluded from the Assessment of Hedge Effectiveness
		Three Months Ended
		March 31,
(In thousands)		2013		2012
Foreign currency forward contracts	Other income (expense), net	$	8,108	$	5,711
Total		$	8,108	$	5,711

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Stock-Based Incentive Plan (Stock Option Activity) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of shares under option, outstanding at beginning of period	16,616,617
Weighted average exercise price per share, outstanding at beginning of period	$ 19.54
Number of shares under option - options granted	1,168,837
Weighted average exercise price per share - options granted	$ 30.62
Number of shares under option - options exercised	(1,607,628)
Weighted average exercise price per share - options exercised	$ 17.86
Number of shares under option - options forfeited	(188,576)
Weighted average exercise price per share - options forfeited	$ 22.13
Number of shares under option, outstanding at end of period	15,989,250
Weighted average exercise price per share, outstanding at end of period	$ 20.49
Number of shares under option - vested and expected to vet at March 31, 2013	15,084,161
Weighted average exercise price per share - vested and expected to vest at March 31, 2013	$ 20.35
Number of shares under option - options exercisable at March 31, 2013	9,774,159
Weighted average exercise price per share - options exercisable at March 31, 2013	$ 18.51

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Financial Instruments And Risk Management (Fair Values Of Derivative Instruments, Derivatives Not Designated As Hedging Instruments) (Details) (Not Designated as Hedging Instruments, USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivative [Line Items]
Asset Derivatives, Fair Value	$ 694,793	$ 642,118
Liability Derivatives, Fair Value	697,503	639,665
Prepaid expenses and other current assets | Foreign currency forward contracts
Derivative [Line Items]
Asset Derivatives, Fair Value	3,193	5,818
Other assets | Purchased cash convertible note hedge
Derivative [Line Items]
Asset Derivatives, Fair Value	691,600	636,300
Other current liabilities | Foreign currency forward contracts
Derivative [Line Items]
Liability Derivatives, Fair Value	5,903	3,365
Long-term debt | Cash conversion feature of Cash Convertible Notes
Derivative [Line Items]
Liability Derivatives, Fair Value	$ 691,600	$ 636,300

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Contingencies (Narrative) (Details) (USD $)			3 Months Ended		3 Months Ended			0 Months Ended		3 Months Ended			0 Months Ended				3 Months Ended			0 Months Ended		3 Months Ended		0 Months Ended	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Product Liability [Member]	Dec. 31, 2012 Product Liability [Member]	Mar. 31, 2013 Intellectual Property increase	Mar. 31, 2013 Lorazepam And Clorazepate	Jun. 01, 2005 Lorazepam And Clorazepate	May 30, 2012 Lorazepam And Clorazepate Surety Bond	Feb. 06, 2008 Lorazepam And Clorazepate Surety Bond	Mar. 31, 2013 Pricing And Medicaid Litigation	Dec. 31, 2012 Pricing And Medicaid Litigation	Jun. 01, 2005 Found In Violation of Antitrust Laws [Member] Lorazepam And Clorazepate drugs	Feb. 06, 2008 Judgment Issued Lorazepam And Clorazepate	Feb. 06, 2008 Judgment Reflects Trebling Of Compensatory Damages Lorazepam And Clorazepate plantiffs	Feb. 06, 2008 Original Verdict Lorazepam And Clorazepate	Feb. 06, 2008 Original Verdict Plus Punitive Damages Lorazepam And Clorazepate	Mar. 31, 2013 Other Award Sought Lorazepam And Clorazepate	Mar. 31, 2013 Self-funded Customers Voluntarily Dismissed Lorazepam And Clorazepate plantiffs	Mar. 31, 2013 Self-funded Customers Lorazepam And Clorazepate plantiffs	May 24, 2011 Plaintiff Bond Intellectual Property	Jun. 01, 2005 Health Insurers Lorazepam And Clorazepate insurers	Mar. 31, 2013 NEW YORK Counties Pricing And Medicaid Litigation	Mar. 31, 2013 Mylan Specialty Pricing And Medicaid Litigation Indemnification Agreement	Apr. 27, 2006 Other Drug Manufacturers Modafinil Antitrust Litigation and FTC Inquiry other_drug_manufacturers	Mar. 31, 2013 Other Companies EU Commission Proceedings Antitrust Proceedings other_companies
Loss Contingencies [Line Items]
Loss contingency accural			$ 22,600,000	$ 21,600,000			$ 12,000,000			$ 50,000,000	$ 50,000,000
Number of drugs												2
Number of plaintiffs														3				755	1,387		4	40
Damages awarded													69,000,000
Damages sought															11,000,000	58,000,000	8,000,000
Voluntary remittitur from plaintiffs						8,100,000
Bond								66,600,000	74,500,000											10,000,000
Loss contingency accrual, payments			900,000							0
Loss contingency accrual, provision										0
Other current liabilities	905,619,000	983,546,000																					66,400,000
Number of other drug manufactures named as defendants in the civil lawsuit																								4	4
Loss contingency accrual, carrying value, period increase (decrease)			$ 1,900,000
Number of times damages may be increased in cases of willful infringement					3

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Net revenues	$ 1,619,408	$ 1,573,075
Other revenues	12,082	10,580
Total revenues	1,631,490	1,583,655
Cost of sales	938,000	913,426
Gross profit	693,490	670,229
Operating expenses:
Research and development	126,486	80,959
Selling, general and administrative	351,367	336,559
Litigation settlements, net	1,790	2,173
Total operating expenses	479,643	419,691
Earnings from operations	213,847	250,538
Interest expense	77,987	82,409
Other income, net	3,398	(9,815)
Earnings before income taxes and noncontrolling interest	139,258	158,314
Income tax provision	31,714	28,844
Net earnings	107,544	129,470
Net earnings attributable to the noncontrolling interest	(662)	(391)
Net earnings attributable to Mylan Inc. common shareholders	$ 106,882	$ 129,079
Earnings per common share attributable to Mylan Inc. common shareholders:
Basic	$ 0.27	$ 0.30
Diluted	$ 0.27	$ 0.30
Weighted average common shares outstanding:
Basic	393,163	427,251
Diluted	399,013	432,365

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Balance Sheet Components (Other Current Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Legal and professional accruals, including litigation accruals	$ 123,906	$ 122,083
Payroll and employee benefit plan accruals	210,795	266,650
Accrued sales allowances	187,803	202,891
Accrued interest	55,268	72,590
Fair value of financial instruments	14,106	29,051
Other	313,741	290,281
Total other current liabilities	$ 905,619	$ 983,546

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net earnings	$ 107,544	$ 129,470
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	128,909	123,667
Stock-based compensation expense	12,129	12,303
Change in estimated sales allowances	(67,182)	59,865
Deferred income tax benefit	(31,488)	(5,250)
Other non-cash items	45,163	57,515
Litigation settlements, net	1,790	2,173
Changes in operating assets and liabilities:
Accounts receivable	76,690	(155,085)
Inventories	(118,925)	(70,095)
Trade accounts payable	5,875	(33,077)
Income taxes	23,115	(48,562)
Deferred revenue	(134)	(7,043)
Other operating assets and liabilities, net	(95,925)	(172,953)
Net cash provided by (used in) operating activities	87,561	(107,072)
Cash flows from investing activities:
Capital expenditures	(53,075)	(35,745)
Change in restricted cash	(53,093)	44
Cash paid for acquisitions, net	(32,100)	0
Purchase of marketable securities	(2,538)	(2,660)
Proceeds from sale of marketable securities	2,839	2,562
Other items, net	(4,294)	(72,419)
Net cash used in investing activities	(142,261)	(108,218)
Cash flows from financing activities:
Payment of financing fees	(4,983)	(1,248)
Purchase of common stock	(500,000)	0
Change in short-term borrowings, net	185,073	311,053
Proceeds from issuance of long-term debt	525,000	435,000
Payment of long-term debt	(239,442)	(673,806)
Proceeds from exercise of stock options	28,060	17,182
Other items, net	12,891	3,746
Net cash provided by financing activities	6,599	91,927
Effect on cash of changes in exchange rates	(7,447)	6,345
Net decrease in cash and cash equivalents	(55,548)	(117,018)
Cash and cash equivalents — beginning of period	349,969	375,056
Cash and cash equivalents — end of period	$ 294,421	$ 258,038

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Debt (The Receivables Facility) (Narrative) (Details) (USD $)					3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Receivables Facility	Dec. 31, 2012 Receivables Facility	Mar. 31, 2013 Revolving Credit Facility Revolving Facility
Debt Instrument [Line Items]
Receivables Facility maximum borrowing capacity			$ 400,000,000
Debt instrument, basis spread on variable rate			0.75%
Commitment fee percentage					35 basis points
Securitized accounts receivable	455,700,000	556,500,000
Short-term borrowings	$ 485,486,000	$ 298,987,000	$ 300,000,000	$ 180,000,000
Interest rate on borrowings			0.97%

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Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Summary Of Change In Shareholders' Equity

A summary of the change in shareholders’ equity for the three months endedMarch 31, 2013 and 2012 is as follows:

(In thousands)	Total Mylan Inc. Shareholders' Equity			Noncontrolling Interest			Total
December 31, 2012	$	3,340,718		$	15,110		$	3,355,828
Net earnings	106,882			662			107,544
Other comprehensive loss, net of tax	(121,904		)	—			(121,904		)
Common stock share repurchase	(500,000		)	—			(500,000		)
Stock option activity	28,060			—			28,060
Stock compensation expense	12,129			—			12,129
Issuance of restricted stock, net of shares withheld	(7,301		)	—			(7,301		)
Tax benefit of stock option plans	12,892			—			12,892
Other	—			(56		)	(56		)
March 31, 2013	$	2,871,476		$	15,716		$	2,887,192

December 31, 2011	$	3,491,775		$	13,007		$	3,504,782
Net earnings	129,079			391			129,470
Other comprehensive earnings. net of tax	116,716			—			116,716
Stock option activity	17,182			—			17,182
Stock compensation expense	12,303			—			12,303
Issuance of restricted stock, net of shares withheld	(4,983		)	—			(4,983		)
Purchase of subsidiary shares from noncontrolling interest	(9		)	(25		)	(34		)
Tax benefit of stock option plans	3,796			—			3,796
Other	—			166			166
March 31, 2012	$	3,765,859		$	13,539		$	3,779,398

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Debt Debt (Fair Value) (Narrative) (Details) (USD $) In Billions, unless otherwise specified	Mar. 31, 2013 Senior Notes	Dec. 31, 2012 Senior Notes	Mar. 31, 2013 Convertible Debt	Mar. 31, 2011 Convertible Debt
Debt Instrument [Line Items]
Fair value of long-term debt	$ 3.40	$ 3.43	$ 1.27	$ 1.22

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Revenue Recognition and Accounts Receivable (Policies)

3 Months Ended

Mar. 31, 2013

Accounts Receivable, Net [Abstract]

Revenue Recognition Policy

Mylan recognizes net revenue for product sales when title and risk of loss pass to its customers and when provisions for estimates, including discounts, sales allowances, price adjustments, returns, chargebacks and other promotional programs are reasonably determinable. Accounts receivable are presented net of allowances relating to these provisions.

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Reconciliation Of Segment Information To Total Consolidated Information

Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.

(In thousands)	Generics Segment		Specialty Segment		Corporate / Other(1)			Consolidated
Three Months Ended March 31, 2013
Total revenues
Third party	$	1,412,816	$	218,674	$	—		$	1,631,490
Intersegment	629		7,928		(8,557		)	—
Total	$	1,413,445	$	226,602	$	(8,557	)	$	1,631,490
Segment profitability	$	392,060	$	89,807	$	(268,020	)	$	213,847

Three Months Ended March 31, 2012
Total revenues
Third party	$	1,412,475	$	171,180	$	—		$	1,583,655
Intersegment	355		14,578		(14,933		)	—
Total	$	1,412,830	$	185,758	$	(14,933	)	$	1,583,655
Segment profitability	$	411,664	$	60,458	$	(221,584	)	$	250,538

____________

⁽¹⁾  Includes certain corporate general and administrative and research and development expenses; net charges for litigation settlements; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments.

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Goodwill And Intangible Assets (Policies)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Policy

Indefinite-lived intangible assets, such as the Company’s in-process research and development (“IPR&D”) assets, are tested at least annually for impairment, but may be tested whenever certain impairment indicators are present. Impairment is determined to exist when the fair value is less than the carrying value of the assets being tested.

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Comprehensive Earnings (Components Of Other Comprehensive Earnings (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Class of Stock [Line Items]
Net unrecognized losses on derivatives, net of tax, beginning of period	$ (30,820)
Net unrealized gains on marketable securities, net of tax, beginning of period	1,033
Net unrecognized losses and prior service cost related to defined benefit plans, net of tax, beginning of period	(13,890)
Foreign currency translation adjustment, beginning of period	(42,821)
Accumulated other comprehensive earnings, end of period	(86,498)
Other comprehensive earnings (loss), before reclassifications, before tax	(124,720)
Reclassification of realized gain (loss) on sale of marketable securities, included in other income (expense), net	25
Reclassification of amortization of actuarial gain (loss) included in sellling, general and administrative expense	(277)
Reclassification from accumulated other comprehensive loss (earnings), before tax	(10,068)
Net other comprehensive earnings (loss) on derivatives, before tax	25,798	22,646
Net other comprehensive earnings (loss) on marketable securities, before tax	(292)	(168)
Net other comprehensive earnings (loss) in unrecognized losses and prior service cost related to defined benefit plans, before tax	277	(10)
Net other comprehensive earnings (loss), foreign currency translation adjustment, before tax	(140,435)	101,438
Other comprehensive (loss) earnings, before tax	(114,652)	123,906
Income tax related to items of other comprehensive (loss) earnings	(7,252)	(7,190)
Net unrecognized losses on derivatives, net of tax, end of period	(12,272)
Net unrealized gains on marketable securities, net of tax, end of period	843
Net unrecognized losses and prior service cost related to defined benefit plan, net of tax, end of period	(13,717)
Foreign currency translation adjustment, end of period	(183,256)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(208,402)
Foreign currency forward contracts
Class of Stock [Line Items]
Reclassification of gain (loss) as cash flow hedges	(9,104)
Interest rate swaps
Class of Stock [Line Items]
Reclassification of gain (loss) as cash flow hedges	(712)
Gains and Losses on Marketable Securities
Class of Stock [Line Items]
Net unrealized gains on marketable securities, net of tax, beginning of period	1,033
Other comprehensive earnings (loss) on marketable securities, before relcassification, before tax	(267)	(143)
Reclassification of realized gain (loss) on sale of marketable securities, included in other income (expense), net	25	25
Net other comprehensive earnings (loss) on marketable securities, before tax	(292)	(168)
Income tax related to items of other comprehensive (loss) earnings, marketable securities	102
Net unrealized gains on marketable securities, net of tax, end of period	843
Defined Benefit Plan Items
Class of Stock [Line Items]
Net unrecognized losses and prior service cost related to defined benefit plans, net of tax, beginning of period	(13,890)
Other comprehensive earnings (loss) in unrecognized gain (loss) and prior service cost, before reclassification, before tax	0	0
Reclassification of amortization of actuarial gain (loss) included in sellling, general and administrative expense	(277)	10
Net other comprehensive earnings (loss) in unrecognized losses and prior service cost related to defined benefit plans, before tax	277	(10)
Income tax related to items of other comprehensive (loss) earnings, defined benefit plans	(104)
Net unrecognized losses and prior service cost related to defined benefit plan, net of tax, end of period	(13,717)
Foreign Currency Translation Adjustment
Class of Stock [Line Items]
Foreign currency translation adjustment, beginning of period	(42,821)
Other comprehensive earnings (loss), foreign currency translation gain (loss), before reclassification, before tax	(140,435)
Net other comprehensive earnings (loss), foreign currency translation adjustment, before tax	(140,435)
Income tax related to items of other comprehensive (loss) earnings, foreign currency translation adjustment	0
Foreign currency translation adjustment, end of period	(183,256)
Gains and Losses on Derivatives in Cash Flow Hedging Relationships
Class of Stock [Line Items]
Net unrecognized losses on derivatives, net of tax, beginning of period	(30,820)
Other comprehensive earnings (loss) on derivatives, before reclassification, before tax	15,982	17,017
Reclassification of gain (loss) as cash flow hedges	(9,816)	(5,629)
Net other comprehensive earnings (loss) on derivatives, before tax	25,798	22,646
Income tax related to items of other comprehensive (loss) earnings, derivatives	(7,250)
Net unrecognized losses on derivatives, net of tax, end of period	(12,272)
Gains and Losses on Derivatives in Cash Flow Hedging Relationships | Foreign currency forward contracts
Class of Stock [Line Items]
Reclassification of gain (loss) as cash flow hedges	(9,104)
Gains and Losses on Derivatives in Cash Flow Hedging Relationships | Interest rate swaps
Class of Stock [Line Items]
Reclassification of gain (loss) as cash flow hedges	$ (712)

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General

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General

General

The accompanying unaudited Condensed Consolidated Financial Statements (“interim financial statements”) of Mylan Inc. and subsidiaries (“Mylan” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the interim results of operations, comprehensive earnings, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The December 31, 2012Condensed Consolidated Balance Sheet was derived from audited financial statements.

The interim results of operations, comprehensive earnings and cash flows for the three months endedMarch 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period. The Company computed its provision for income taxes using an estimated effective tax rate for the full year with consideration of certain discrete tax items which occurred within the interim period. The estimated annual effective tax rate for 2013 includes an estimate of the full-year effect of foreign tax credits that the Company anticipates it will claim against its 2013 U.S. tax liabilities.

Certain insignificant prior period amounts of other revenue, cost of sales and operating expenses have been reclassified to other income (expense), net to conform to the presentation for the current period. The reclassifications had no impact on the previously reported net earnings attributable to Mylan Inc. common shareholders. In addition, certain insignificant prior period amounts have been reclassified from net cash provided by (used in) operating activities to net cash used in investing activities.

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Condensed Consolidated Statements Of Comprehensive (Loss) Earnings (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net earnings	$ 107,544	$ 129,470
Other comprehensive (loss) earnings, before tax:
Foreign currency translation adjustment	(140,435)	101,438
Change in unrecognized loss and prior service cost related to defined benefit plans	277	(10)
Net unrecognized gain on derivatives	25,798	22,646
Net unrealized loss on marketable securities	(292)	(168)
Other comprehensive (loss) earnings, before tax	(114,652)	123,906
Income tax related to items of other comprehensive (loss) earnings	7,252	7,190
Other comprehensive (loss) earnings, net of tax	(121,904)	116,716
Comprehensive (loss) earnings	(14,360)	246,186
Comprehensive earnings attributable to the noncontrolling interest	(662)	(391)
Comprehensive (loss) earnings attributable to Mylan Inc. common shareholders	$ (15,022)	$ 245,795

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Comprehensive Earnings

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Comprehensive Earnings

Comprehensive Earnings

Accumulated other comprehensive loss, as reflected on the Condensed Consolidated Balance Sheets, is comprised of the following:

(In thousands)	March 31, 2013			December 31, 2012
Accumulated other comprehensive loss:
Net unrealized gains on marketable securities, net of tax	$	843		$	1,033
Net unrecognized losses and prior service costs related to defined benefit plans, net of tax	(13,717		)	(13,890		)
Net unrecognized losses on derivatives, net of tax	(12,272		)	(30,820		)
Foreign currency translation adjustment	(183,256		)	(42,821		)
	$	(208,402	)	$	(86,498	)

Components of accumulated other comprehensive loss consist of the following, for the three months endedMarch 31, 2013:

(In thousands)	Three Months Ended March 31, 2013
	Gains and Losses on Derivatives in Cash Flow Hedging Relationships							Gains and Losses on Marketable Securities			Defined Benefit Plan Items			Foreign Currency Translation Adjustment			Totals
	Foreign currency forward contracts		Interest rate swaps		Total
Balance at December 31, 2012, net of tax					$	(30,820	)	$	1,033		$	(13,890	)	$	(42,821	)	$	(86,498	)
Other comprehensive earnings (loss) before reclassifications, before tax					15,982			(267		)	—			(140,435		)	(124,720		)
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
Gain (loss) on foreign exchange forward contracts classified as cash flow hedges, included in net revenues	(9,104	)			(9,104		)										(9,104		)
Gain (loss) on interest rate swaps classified as cash flow hedges, included in interest expense			(712	)	(712		)										(712		)
Realized gain (loss) on sale of marketable securities, included in other income (expense), net								25									25
Amortization of actuarial gain (loss) included in selling, general and administrative expenses											(277		)				(277		)
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax					(9,816		)	25			(277		)	—			(10,068		)
Net other comprehensive earnings (loss), before tax					25,798			(292		)	277			(140,435		)	(114,652		)
Income tax related to items of other comprehensive (loss) earnings					(7,250		)	102			(104		)	—			(7,252		)
Balance at March 31, 2013, net of tax					$	(12,272	)	$	843		$	(13,717	)	$	(183,256	)	$	(208,402	)

Components of other comprehensive (loss) earnings, before tax, consist of the following, for the three months endedMarch 31, 2012:

	Three Months Ended
(In thousands)	March 31, 2012
Defined benefit plans:
Unrecognized gain (loss) and prior service cost arising during the period	$	—
Less: Amortization of actuarial gain included in net earnings	10
Net change in unrecognized losses and prior service cost related to defined benefit plans	$	(10	)
Derivatives in cash flow hedging relationships:
Amount of gain recognized in AOCE on derivatives (effective portion)	$	17,017
Less: Reclassification of loss from AOCE into earnings (effective portion)	(5,629		)
Net unrecognized gain on derivatives	$	22,646
Net unrealized loss on marketable securities:
Unrealized loss on marketable securities	$	(143	)
Less: Reclassification for gain included in net earnings	25
Net unrealized loss on marketable securities	$	(168	)

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 29, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	MYLAN INC.
Entity Central Index Key	0000069499
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		381,089,535

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Shareholders' Equity

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Shareholders' Equity

Shareholder’s Equity

A summary of the change in shareholders’ equity for the three months endedMarch 31, 2013 and 2012 is as follows:

(In thousands)	Total Mylan Inc. Shareholders' Equity			Noncontrolling Interest			Total
December 31, 2012	$	3,340,718		$	15,110		$	3,355,828
Net earnings	106,882			662			107,544
Other comprehensive loss, net of tax	(121,904		)	—			(121,904		)
Common stock share repurchase	(500,000		)	—			(500,000		)
Stock option activity	28,060			—			28,060
Stock compensation expense	12,129			—			12,129
Issuance of restricted stock, net of shares withheld	(7,301		)	—			(7,301		)
Tax benefit of stock option plans	12,892			—			12,892
Other	—			(56		)	(56		)
March 31, 2013	$	2,871,476		$	15,716		$	2,887,192

December 31, 2011	$	3,491,775		$	13,007		$	3,504,782
Net earnings	129,079			391			129,470
Other comprehensive earnings. net of tax	116,716			—			116,716
Stock option activity	17,182			—			17,182
Stock compensation expense	12,303			—			12,303
Issuance of restricted stock, net of shares withheld	(4,983		)	—			(4,983		)
Purchase of subsidiary shares from noncontrolling interest	(9		)	(25		)	(34		)
Tax benefit of stock option plans	3,796			—			3,796
Other	—			166			166
March 31, 2012	$	3,765,859		$	13,539		$	3,779,398

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 294,421	$ 349,969
Accounts receivable, net	1,514,480	1,554,342
Inventories	1,623,246	1,525,242
Deferred income tax benefit	244,148	229,348
Prepaid expenses and other current assets	274,099	243,816
Total current assets	3,950,394	3,902,717
Property, plant and equipment, net	1,421,889	1,397,216
Intangible assets, net	2,105,440	2,224,457
Goodwill	3,451,506	3,515,655
Deferred income tax benefit	100,306	87,655
Other assets	855,497	804,197
Total assets	11,885,032	11,931,897
Current liabilities:
Trade accounts payable	766,075	777,908
Short-term borrowings	485,486	298,987
Income taxes payable	19,866	33,731
Current portion of long-term debt and other long-term obligations	104,737	98,048
Deferred income tax liability	587	1,283
Other current liabilities	905,619	983,546
Total current liabilities	2,282,370	2,193,503
Long-term debt	5,672,142	5,337,196
Other long-term obligations	777,856	771,111
Deferred income tax liability	265,472	274,259
Total liabilities	8,997,840	8,576,069
Mylan Inc. shareholders’ equity
Common stock — par value $0.50 per share	270,623	269,832
Additional paid-in capital	4,021,264	3,986,746
Retained earnings	2,168,252	2,061,370
Accumulated other comprehensive loss	(208,402)	(86,498)
Total Mylan Inc. shareholders' equity, before treasury stock	6,251,737	6,231,450
Noncontrolling interest	15,716	15,110
Less: treasury stock — at cost	3,380,261	2,890,732
Total equity	2,887,192	3,355,828
Total liabilities and equity	$ 11,885,032	$ 11,931,897

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Balance Sheet Components

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Balance Sheet Components

Selected balance sheet components consist of the following:

(In thousands)	March 31, 2013		December 31, 2012
Inventories:
Raw materials	$	507,519	$	455,958
Work in process	271,230		268,191
Finished goods	844,497		801,093
	$	1,623,246	$	1,525,242

Property, plant and equipment:
Land and improvements	$	77,100	$	73,857
Buildings and improvements	673,001		665,058
Machinery and equipment	1,526,695		1,436,904
Construction in progress	258,547		308,192
	2,535,343		2,484,011
Less accumulated depreciation	1,113,454		1,086,795
	$	1,421,889	$	1,397,216

Other current liabilities:
Legal and professional accruals, including litigation accruals	$	123,906	$	122,083
Payroll and employee benefit plan accruals	210,795		266,650
Accrued sales allowances	187,803		202,891
Accrued interest	55,268		72,590
Fair value of financial instruments	14,106		29,051
Other	313,741		290,281
	$	905,619	$	983,546

The value of contingent consideration included in other long-term obligations in the Condensed Consolidated Balance Sheets is $385.0 million and $379.2 million at March 31, 2013 and December 31, 2012, respectively. Included in prepaid expenses and other current assets is $54.5 million and $1.5 million of restricted cash at March 31, 2013 and December 31, 2012, respectively.

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Stock-Based Incentive Plan

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Incentive Plan

Stock-Based Incentive Plan

Mylan’s shareholders have approved the 2003 Long-Term Incentive Plan (as amended, the “2003 Plan”). Under the 2003 Plan, 55,300,000 shares of common stock are reserved for issuance to key employees, consultants, independent contractors and non-employee directors of Mylan through a variety of incentive awards, including: stock options, stock appreciation rights, restricted shares and units, performance awards, other stock-based awards and short-term cash awards. Stock option awards are granted at the fair value of the shares underlying the options at the date of the grant, generally become exercisable over periods ranging from three to four years, and generally expire in ten years.

Upon approval of the 2003 Plan, no further grants of stock options have been made under any other plan. However, there are stock options outstanding from frozen or expired plans and other plans assumed through acquisitions.

The following table summarizes stock option activity:

	Number of Shares Under Option		Weighted Average Exercise Price per Share
Outstanding at December 31, 2012	16,616,617		$	19.54
Options granted	1,168,837		30.62
Options exercised	(1,607,628	)	17.86
Options forfeited	(188,576	)	22.13
Outstanding at March 31, 2013	15,989,250		$	20.49
Vested and expected to vest at March 31, 2013	15,084,161		$	20.35
Options exercisable at March 31, 2013	9,774,159		$	18.51

As of March 31, 2013, options outstanding, options vested and expected to vest, and options exercisable had average remaining contractual terms of 6.82 years, 6.73 years and 5.67 years, respectively. Also at March 31, 2013, options outstanding, options vested and expected to vest and options exercisable had aggregate intrinsic values of $137.3 million, $131.7 million and $102.1 million, respectively.

A summary of the status of the Company’s nonvested restricted stock and restricted stock unit awards, including performance based restricted stock, as of March 31, 2013 and the changes during the three months endedMarch 31, 2013 are presented below:

	Number of Restricted Stock Awards		Weighted  Average Grant-Date Fair Value per  Share
Nonvested at December 31, 2012	2,498,316		$	22.47
Granted	1,791,903		30.86
Released	(745,307	)	21.82
Forfeited	(58,564	)	23.03
Nonvested at March 31, 2013	3,486,348		$	26.92

As of March 31, 2013, the Company had $94.1 million of total unrecognized compensation expense, net of estimated forfeitures, related to all of its stock-based awards, which will be recognized over the remaining weighted average vesting period of 1.99 years. The total intrinsic value of stock-based awards exercised and restricted stock units converted during the three months endedMarch 31, 2013 and 2012 was $41.5 million and $28.1 million, respectively.

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Earnings Per Common Share Attributable To Mylan Inc. (Policies)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings per Common Share Policy

Basic earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities or instruments, if the impact is dilutive.

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Segment Information

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

Mylan has two segments, “Generics” and “Specialty.” The Generics segment primarily develops, manufactures, sells and distributes generic or branded generic pharmaceutical products in tablet, capsule, injectable or transdermal patch form, as well as active pharmaceutical ingredients (“API”). The Specialty segment engages mainly in the development, manufacture and sale of branded specialty nebulized and injectable products. Beginning with the first quarter of 2013, the Company reorganized the components of its Generics and Specialty segments as a result of a change in the way the Chief Executive Officer, who is the chief operating decision maker, evaluates the performance of operations, develops strategy and allocates capital resources. As required by the applicable accounting standards, financial statements issued subsequent to this segment reporting change are required to reflect modifications to the reportable segment information resulting from the revision, including reclassifications of all comparative segment information. Accordingly, the results presented below reflect the change in segment reporting for all periods presented. There is no change to the Company’s previously reported consolidated net operating results, financial position or cash flows.

The Company’s chief operating decision maker evaluates the performance of its segments based on total revenues and segment profitability. Segment profitability represents segment gross profit less direct research and development expenses and direct selling, general and administrative expenses. Certain general and administrative and research and development expenses not allocated to the segments, net charges for litigation settlements, impairment charges and other expenses not directly attributable to the segments, are reported in Corporate/Other. Additionally, amortization of intangible assets and other purchase accounting related items, as well as any other significant special items, are included in Corporate/Other. Items below the earnings from operations line on the Company’s Condensed Consolidated Statements of Operations are not presented by segment, since they are excluded from the measure of segment profitability. The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the chief operating decision maker.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Intersegment revenues are accounted for at current market values and are eliminated at the consolidated level.

Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.

(In thousands)	Generics Segment		Specialty Segment		Corporate / Other(1)			Consolidated
Three Months Ended March 31, 2013
Total revenues
Third party	$	1,412,816	$	218,674	$	—		$	1,631,490
Intersegment	629		7,928		(8,557		)	—
Total	$	1,413,445	$	226,602	$	(8,557	)	$	1,631,490
Segment profitability	$	392,060	$	89,807	$	(268,020	)	$	213,847

Three Months Ended March 31, 2012
Total revenues
Third party	$	1,412,475	$	171,180	$	—		$	1,583,655
Intersegment	355		14,578		(14,933		)	—
Total	$	1,412,830	$	185,758	$	(14,933	)	$	1,583,655
Segment profitability	$	411,664	$	60,458	$	(221,584	)	$	250,538

____________

⁽¹⁾  Includes certain corporate general and administrative and research and development expenses; net charges for litigation settlements; certain intercompany transactions, including eliminations; amortization of intangible assets and certain purchase accounting items; impairment charges; and other expenses not directly attributable to segments.

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Financial Instruments And Risk Management

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments And Risk Management

Financial Instruments and Risk Management

Financial Risks

Mylan is exposed to certain financial risks relating to its ongoing business operations. The primary financial risks that are managed by using derivative instruments are foreign currency risk, interest rate risk and equity risk.

In order to manage foreign currency risk, Mylan enters into foreign exchange forward contracts to mitigate risk associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities. The foreign exchange forward contracts are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the Condensed Consolidated Statements of Operations.

The Company has also entered into forward contracts to hedge forecasted foreign currency denominated sales from certain international subsidiaries. These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any changes in fair value are included in earnings or deferred through accumulated other comprehensive earnings (“AOCE”), depending on the nature and effectiveness of the offset.

The Company enters into interest rate swaps in order to manage interest rate risk associated with the Company’s fixed and floating-rate debt. These derivative instruments are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. The Company’s interest rate swaps designated as cash flow hedges fix the interest rate on a portion of the Company’s variable-rate debt. Any changes in fair value are included in earnings or deferred through AOCE, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the Condensed Consolidated Statements of Operations. As of March 31, 2013 and December 31, 2012, the total notional amount of the Company’s interest rate swaps on floating-rate debt was $850 million. A total of $750 million of the Company’s floating rate debt interest rate swaps have been extended through additional forward-starting swaps.

During the first quarter of 2013, the Company entered into a series of forward starting swaps to hedge against changes in interest rates that could impact the Company’s expected future financing of the acquisition of Agila Specialties. These swaps are designated as cash flow hedges of expected future issuances of long-term bonds. The Company executed $1.07 billion of notional value swaps with an effective date in September 2013. The swaps have maturities ranging from five years to 30 years.

In April 2013, the Company entered into a series of forward starting swaps to hedge against changes in interest rates that could impact future debt issuances. These swaps are designated as cash flow hedges of expected future issuances of long-term bonds. The Company executed $1.80 billion of notional value swaps with effective dates ranging from December 2014 to August 2015. These swaps have maturities of ten years.

The Company’s interest rate swaps designated as fair value hedges convert the fixed rate on a portion of the Company’s fixed rate 6.0% Senior Notes due 2018 to a variable rate. These interest rate swaps designated as fair value hedges are measured at fair value and reported as current assets or current liabilities on the Condensed Consolidated Balance Sheets. Any changes in the fair value of these derivative instruments, as well as the offsetting change in fair value of the portion of the fixed-rate debt being hedged, is included in interest expense. As of March 31, 2013 and December 31, 2012, the total notional amount of the Company’s interest rate swaps on fixed-rate debt was $500 million.

Certain derivative instrument contracts entered into by the Company are governed by Master Agreements, which contain credit-risk-related contingent features that would allow the counterparties to terminate the contracts early and request immediate payment should the Company trigger an event of default on other specified borrowings. The aggregate fair value of all such contracts, which are in a net asset position at March 31, 2013, is $26.8 million. The Company is not subject to any obligations to post collateral under derivative instrument contracts.

The Company maintains significant credit exposure arising from the convertible note hedge on its Cash Convertible Notes. Holders may convert their Cash Convertible Notes subject to certain conversion provisions determined by a) the market price of the Company’s common stock, b) specified distributions to common shareholders, c) a fundamental change, as defined in the purchase agreement, or d) certain time periods specified in the purchase agreement. The conversion feature can only be settled in cash and, therefore, it is bifurcated from the Cash Convertible Notes and treated as a separate derivative instrument. In order to offset the cash flow risk associated with the cash conversion feature, the Company entered into a convertible note hedge with certain counterparties. Both the cash conversion feature and the purchased convertible note hedge are measured at fair value with gains and losses recorded in the Company’s Condensed Consolidated Statements of Operations. Also, in conjunction with the issuance of the Cash Convertible Notes, the Company entered into several warrant transactions with certain counterparties. The warrants meet the definition of derivatives; however, because these instruments have been determined to be indexed to the Company’s own stock, and have been recorded in shareholders’ equity in the Company’s Condensed Consolidated Balance Sheets, the instruments are exempt from the scope of the FASB’s guidance regarding accounting for derivative instruments and hedging activities and are not subject to the fair value provisions set forth therein.

At March 31, 2013, the convertible note hedge had a total fair value of $691.6 million, which reflects the maximum loss that would be incurred should the parties fail to perform according to the terms of the contract. The counterparties are highly rated diversified financial institutions with both commercial and investment banking operations. The counterparties are required to post collateral against this obligation should they be downgraded below thresholds specified in the contract. Eligible collateral is comprised of a wide range of financial securities with a valuation discount percentage reflecting the associated risk.

The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant loss from failure of any counterparties to perform under any agreements.

The Company records all derivative instruments on a gross basis in the Condensed Consolidated Balance Sheets. Accordingly, there are no offsetting amounts that net assets against liabilities. The asset and liability balances presented in the tables below reflect the gross amounts of derivatives recorded in the Company’s Condensed Consolidated Financial Statements.

Fair Values of Derivative Instruments

Derivatives Designated as Hedging Instruments

	Asset Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Prepaid expenses and other current assets	$	35,026	Prepaid expenses and other current assets	$	36,647
Foreign currency forward contracts	Prepaid expenses and other current assets	3,900		Prepaid expenses and other current assets	—
Total		$	38,926		$	36,647

	Liability Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Interest rate swaps	Other current liabilities	$	8,203	Other current liabilities	$	9,823
Foreign currency forward contracts	Other current liabilities	—		Other current liabilities	15,863
Total		$	8,203		$	25,686

Fair Values of Derivative Instruments

Derivatives Not Designated as Hedging Instruments

	Asset Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Prepaid expenses and other current assets	$	3,193	Prepaid expenses and other current assets	$	5,818
Purchased cash convertible note hedge	Other assets	691,600		Other assets	636,300
Total		$	694,793		$	642,118

	Liability Derivatives
	March 31, 2013			December 31, 2012
(In thousands)	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Foreign currency forward contracts	Other current liabilities	$	5,903	Other current liabilities	$	3,365
Cash conversion feature of Cash Convertible Notes	Long-term debt	691,600		Long-term debt	636,300
Total		$	697,503		$	639,665

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives in Fair Value Hedging Relationships

	Location of Gain or (Loss) Recognized in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
(In thousands)		Three Months Ended
		March 31,
		2013			2012
Interest rate swaps	Interest expense	$	(1,800	)	$	11,896
Total		$	(1,800	)	$	11,896

	Location of Gain or(Loss)  Recognized in Earnings on Hedged Items	Amount of Gain or (Loss) Recognized in Earnings on Hedging Items
(In thousands)		Three Months Ended
		March 31,
		2013		2012
2018 Senior Notes	Interest expense	$	5,309	$	(8,825	)
Total		$	5,309	$	(8,825	)

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives in Cash Flow Hedging Relationships

	Amount of Gain or (Loss) Recognized in AOCE (Net of Tax) on Derivative (Effective Portion)
	Three Months Ended
	March 31,
(In thousands)	2013		2012
Foreign currency forward contracts	$	4,737	$	11,461
Interest rate swaps	4,708		(1,324		)
Total	$	9,445	$	10,137

	Location of Loss Reclassified from AOCE into Earnings (Effective Portion)	Amount of Loss Reclassified from AOCE into Earnings (Effective Portion)
		Three Months Ended
		March 31,
(In thousands)		2013			2012
Foreign currency forward contracts	Net revenues	$	(9,104	)	$	(5,255	)
Interest rate swaps	Interest expense	(712		)	(374		)
Total		$	(9,816	)	$	(5,629	)

	Location of Gain Excluded from the Assessment of Hedge Effectiveness	Amount of Gain Excluded from the Assessment of Hedge Effectiveness
		Three Months Ended
		March 31,
(In thousands)		2013		2012
Foreign currency forward contracts	Other income (expense), net	$	8,108	$	5,711
Total		$	8,108	$	5,711

At March 31, 2013, the Company expects that approximately $18.4 million of pre-tax net losses on cash flow hedges will be reclassified from AOCE into earnings during the next 12 months.

The Effect of Derivative Instruments on theCondensed Consolidated Statements of Operations

Derivatives Not Designated as Hedging Instruments

	Location of Gain or (Loss) Recognized  in Earnings on Derivatives	Amount of Gain or (Loss) Recognized in Earnings on Derivatives
		Three Months Ended
		March 31,
(In thousands)		2013			2012
Foreign currency forward contracts	Other income (expense), net	$	(11,231	)	$	5,255
Cash conversion feature of Cash Convertible Notes	Other income (expense), net	(55,300		)	(51,600		)
Purchased cash convertible note hedge	Other income (expense), net	55,300			51,600
Total		$	(11,231	)	$	5,255

Fair Value Measurement

Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

• Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

• Level 2: Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.

• Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value.

Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above:

	March 31, 2013
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	62,194	$	—	$	—	$	62,194
Total cash equivalents	62,194		—		—		62,194
Trading securities:
Equity securities — exchange traded funds	11,715		—		—		11,715
Total trading securities	11,715		—		—		11,715
Available-for-sale fixed income investments:
U.S. Treasuries	—		11,148		—		11,148
Corporate bonds	—		7,889		—		7,889
Agency mortgage-backed securities	—		937		—		937
Other	—		2,476		—		2,476
Total available-for-sale fixed income investments	—		22,450		—		22,450
Available-for-sale equity securities:
Biosciences industry	83		—		—		83
Total available-for-sale equity securities	83		—		—		83
Foreign exchange derivative assets	—		7,093		—		7,093
Interest rate swap derivative assets	—		35,026		—		35,026
Purchased cash convertible note hedge	—		691,600		—		691,600
Total assets at fair value	$	73,992	$	756,169	$	—	$	830,161
Financial Liabilities
Foreign exchange derivative liabilities	$	—	$	5,903	$	—	$	5,903
Interest rate swap derivative liabilities	—		8,203		—		8,203
Cash conversion feature of Cash Convertible Notes	—		691,600		—		691,600
Contingent consideration	—		—		385,021		385,021
Total liabilities at fair value	$	—	$	705,706	$	385,021	$	1,090,727

	December 31, 2012
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets
Cash equivalents:
Money market funds	$	135,209	$	—	$	—	$	135,209
Total cash equivalents	135,209		—		—		135,209
Trading securities:
Equity securities — exchange traded funds	10,913		—		—		10,913
Total trading securities	10,913		—		—		10,913
Available-for-sale fixed income investments:
U.S. Treasuries	—		11,085		—		11,085
Corporate bonds	—		8,189		—		8,189
Agency mortgage-backed securities	—		1,050		—		1,050
Other	—		2,502		—		2,502
Total available-for-sale fixed income investments	—		22,826		—		22,826
Available-for-sale equity securities:
Biosciences industry	102		—		—		102
Total available-for-sale equity securities	102		—		—		102
Foreign exchange derivative assets	—		5,818		—		5,818
Interest rate swap derivative assets	—		36,647		—		36,647
Purchased cash convertible note hedge	—		636,300		—		636,300
Total assets at fair value	$	146,224	$	701,591	$	—	$	847,815
Financial Liabilities
Foreign exchange derivative liabilities	$	—	$	19,228	$	—	$	19,228
Interest rate swap derivative liabilities	—		9,823		—		9,823
Cash conversion feature of Cash Convertible Notes	—		636,300		—		636,300
Contingent consideration	—		—		379,197		379,197
Total liabilities at fair value	$	—	$	665,351	$	379,197	$	1,044,548

For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including the LIBOR yield curve, foreign exchange forward prices, and bank price quotes. Below is a summary of valuation techniques for Level 1 and Level 2 financial assets and liabilities:

• Cash equivalents — valued at observable net asset value prices.

• Trading securities — valued at the active quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.

• Available-for-sale fixed income investments — valued at the quoted market price from broker or dealer quotations or transparent pricing sources at the reporting date.

• Available-for-sale equity securities — valued using quoted stock prices from the London Exchange at the reporting date and translated to U.S. Dollars at prevailing spot exchange rates.

• Interest rate swap derivative assets and liabilities — valued using the LIBOR/EURIBOR yield curves at the reporting date. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades during the three months endedMarch 31, 2013 that would reduce the receivable amount owed, if any, to the Company.

• Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date. Counterparties to these contracts are highly rated financial institutions, none of which experienced any significant downgrades during the three months endedMarch 31, 2013 that would reduce the receivable amount owed, if any, to the Company.

• Cash conversion feature of cash convertible notes and purchased convertible note hedge — valued using quoted prices for the Company’s cash convertible notes, its implied volatility and the quoted yield on the Company’s other long-term debt at the reporting date. Counterparties to the purchased convertible note hedge are highly rated financial institutions, none of which experienced any significant downgrades during the three months endedMarch 31, 2013 that would reduce the receivable amount owed, if any, to the Company.

The fair value measurement of contingent consideration is determined using Level 3 inputs. The Company’s contingent consideration represents a component of the total purchase consideration for the respiratory delivery platform and certain other acquisitions. The measurement is calculated using unobservable inputs based on the Company’s own assumptions. Significant unobservable inputs in the valuation include the probability and timing of future development and commercial milestones and future profit sharing payments. A discounted cash flow method was used to value contingent consideration at March 31, 2013 and December 31, 2012, which was calculated as the present value of the estimated future net cash flows using a market rate of return. Discount rates ranging from 2.2% to 10.3% were utilized in the valuation. Significant changes in unobservable inputs could result in material changes to the contingent consideration liability. During the three months endedMarch 31, 2013, accretion of $7.7 million was recorded in interest expense, and the Company also recorded a fair value adjustment to decrease the liability of approximately $1.9 million.

Although the Company has not elected the fair value option for financial assets and liabilities, any future transacted financial asset or liability will be evaluated for the fair value election.

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Debt (Summary Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012	Nov. 14, 2011
Debt Instrument [Line Items]
Long-term debt	$ 5,773,716	$ 5,431,948
Long-term debt, current maturities	101,574	94,752
Long-term debt, excluding current maturities	5,672,142	5,337,196
Revolving Facility
Debt Instrument [Line Items]
Long-term debt	310,000	0
Loans Payable | U.S. Term Loans
Debt Instrument [Line Items]
Long-term debt	1,132,813	1,156,250	1,250,000
Senior Notes | 2017 Senior Notes
Debt Instrument [Line Items]
Long-term debt	550,000	550,000
Senior Notes | 2018 Senior Notes
Debt Instrument [Line Items]
Long-term debt	822,008	826,974
Senior Notes | 2020 Senior Notes
Debt Instrument [Line Items]
Long-term debt	1,013,038	1,013,372
Senior Notes | 2023 Senior Notes
Debt Instrument [Line Items]
Long-term debt	748,484	748,452
Convertible Debt | Cash Convertible Notes
Debt Instrument [Line Items]
Long-term debt	1,197,241	1,136,768
Other
Debt Instrument [Line Items]
Long-term debt	$ 132	$ 132

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Earnings Per Common Share Attributable To Mylan Inc.

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings per Common Share Attributable to Mylan Inc.

Earnings per Common Share Attributable to Mylan Inc.

Basic earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings attributable to Mylan Inc. common shareholders by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding related to potentially dilutive securities or instruments, if the impact is dilutive.

On September 15, 2008, concurrent with the sale of $575 million aggregate principal amount of Cash Convertible Notes due 2015 (the “Cash Convertible Notes”), Mylan entered into a convertible note hedge and warrant transaction with certain counterparties. Pursuant to the warrant transactions, the Company sold to the counterparties warrants to purchase in the aggregate up to approximately 43.2 million shares of Mylan common stock, subject to certain anti-dilution provisions. In 2011, the Company entered into amendments with the counterparties to exchange the original warrants with an exercise price of $20.00 (the “Old Warrants”) with new warrants with an exercise price of $30.00 (the “New Warrants”). Approximately 41.0 million of the Old Warrants were exchanged in the transaction. Both the Old and New Warrants meet the definition of derivatives under the FASB’s guidance regarding accounting for derivative instruments and hedging activities; however, because these instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification under the FASB’s guidance regarding contracts in an entity’s own equity, the warrants have been recorded in shareholders’ equity in the Condensed Consolidated Balance Sheets. The dilutive impact of the Old and New Warrants are included in the calculation of diluted earnings per share based upon the average market value of the Company’s common stock during the period as compared to the exercise price. For the three months endedMarch 31, 2013 and 2012, 0.7 million warrants and 0.2 million warrants, respectively, were included in the calculation of diluted earnings per share.

On February 27, 2013, the Board of Directors of the Company approved the repurchase of up to $500 million of the Company’s common stock in the open market. The repurchase program was completed during the first quarter of 2013 with approximately 16.3 million shares of common stock repurchased.

Basic and diluted earnings per common share attributable to Mylan Inc. are calculated as follows:

	Three Months Ended
	March 31,
(In thousands, except per share amounts)	2013		2012
Basic earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	106,882	$	129,079
Shares (denominator):
Weighted average common shares outstanding	393,163		427,251
Basic earnings per common share attributable to Mylan Inc. common shareholders	$	0.27	$	0.30

Diluted earnings attributable to Mylan Inc. common shareholders (numerator):
Net earnings attributable to Mylan Inc. common shareholders	$	106,882	$	129,079
Shares (denominator):
Weighted average common shares outstanding	393,163		427,251
Stock-based awards and warrants	5,850		5,114
Total dilutive shares outstanding	399,013		432,365
Diluted earnings per common share attributable to Mylan Inc. common shareholders	$	0.27	$	0.30

Additional stock options and restricted stock awards were outstanding during the periods ended March 31, 2013 and 2012 but were not included in the computation of diluted earnings per share for each respective period, because the effect would be anti-dilutive. Such anti-dilutive stock options or restricted stock awards represented 2.3 million and 6.4 million shares for the three months endedMarch 31, 2013 and 2012, respectively.

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Goodwill And Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Intangible Assets

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three months endedMarch 31, 2013 are as follows:

(In thousands)	Generics Segment			Specialty Segment			Total
Balance at December 31, 2012:
Goodwill	$	3,194,148		$	706,507		$	3,900,655
Accumulated impairment losses	—			(385,000		)	(385,000		)
	3,194,148			321,507			3,515,655
Goodwill acquired (1)	10,213			—			10,213
Transfers (2)	(27,602		)	27,602			—
Foreign currency translation	(74,362		)	—			(74,362		)
	$	3,102,397		$	349,109		$	3,451,506
Balance at March 31, 2013:
Goodwill	$	3,102,397		$	734,109		$	3,836,506
Accumulated impairment losses	—			(385,000		)	(385,000		)
	$	3,102,397		$	349,109		$	3,451,506

____________

⁽¹⁾  See Note 4.

⁽²⁾  As a result of the January 1, 2013 reorganization of certain components between the Generics and Specialty segments, the Company was required to reassign a portion of the carrying amount of goodwill to the Specialty segment.

Intangible assets consist of the following components at March 31, 2013 and December 31, 2012:

(In thousands)	Weighted Average Life (Years)	Original Cost		Accumulated Amortization		Net Book Value
March 31, 2013
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	89,656	$	26,975
Product rights and licenses	10	3,411,312		1,794,267		1,617,045
Other (1)	8	106,701		58,309		48,392
		3,634,644		1,942,232		1,692,412
In-process research and development		413,028		—		413,028
		$	4,047,672	$	1,942,232	$	2,105,440
December 31, 2012
Amortized intangible assets:
Patents and technologies	20	$	116,631	$	88,288	$	28,343
Product rights and licenses	10	3,459,980		1,749,424		1,710,556
Other (1)	8	111,033		51,384		59,649
		3,687,644		1,889,096		1,798,548
In-process research and development		425,909		—		425,909
		$	4,113,553	$	1,889,096	$	2,224,457

____________

⁽¹⁾  Other intangible assets consist principally of customer lists and contracts.

Amortization expense, which is classified primarily within cost of sales in the Condensed Consolidated Statements of Operations, for the three months endedMarch 31, 2013 and 2012, was $91.5 million and $87.8 million, respectively. Amortization expense is expected to be approximately $260 million for the remainder of 2013 and $339 million, $317 million, $244 million and $199 million for the years ended December 31, 2014 through 2017, respectively.

Indefinite-lived intangible assets, such as the Company’s in-process research and development (“IPR&D”) assets, are tested at least annually for impairment, but may be tested whenever certain impairment indicators are present. Impairment is determined to exist when the fair value is less than the carrying value of the assets being tested. During the three months endedMarch 31, 2013, the Company recognized IPR&D impairment charges of $5.1 million, which were recorded as a component of amortization expense.

During the three months endedMarch 31, 2013 and 2012, approximately $6.5 million and $33.0 million, respectively, were reclassified from acquired IPR&D to product rights and licenses.

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Debt

Debt

Senior Bridge Term Loan Commitment

In connection with the Company’s execution of an agreement to acquire Agila Specialties (“the Transaction”), in February 2013 the Company obtained a commitment letter from Morgan Stanley Senior Funding, Inc. for a new $1 billion senior unsecured bridge term loan in connection with the Transaction, which together with internal sources, including available cash and existing lines of credit, is expected to be sufficient to finance the Transaction. The bridge term loan will be guaranteed by various subsidiaries of the Company and is subject to the negotiation of mutually acceptable definitive documentation, which will include customary representations and warranties, affirmative and negative covenants and events of default. Additionally, the lenders’ obligation to provide the bridge term loan is subject to the satisfaction of specified conditions, including consummation of the Transaction in accordance with the terms of the Sale and Purchase Agreements (the “SPAs”), the accuracy of specified representations, the absence of specified defaults, the delivery of a certificate on behalf of the Company with respect to the solvency (on a consolidated basis) of the Company and its subsidiaries, taken as a whole, immediately after the consummation of the transactions contemplated by the SPAs, and other customary conditions.

The Receivables Facility

The Company has a $400 million accounts receivable securitization facility (“Receivables Facility”), which will expire in February 2015. Interest rates are based on prevailing market rates for short-term commercial paper or LIBOR plus a program fee of 75 basis points. A commitment fee of 35 basis points, on an annual basis, is paid to maintain the availability under the Receivables Facility.

The Receivables Facility contains requirements relating to the performance of the accounts receivable and covenants relating to the Company. If the Company does not comply with these covenants, the Company’s ability to use the Receivables Facility may be suspended and repayment of any outstanding balances under the Receivables Facility may be required. At March 31, 2013 and December 31, 2012, the Company was in compliance with all covenants. As of March 31, 2013 and December 31, 2012, respectively, the Condensed Consolidated Balance Sheets include $455.7 million and $556.5 million of accounts receivable balances sold to Mylan Securitization LLC, a wholly owned bankruptcy remote subsidiary. Also included in the Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012, respectively, are $300 million and $180 million of short-term borrowings, which are recorded as a secured loan. The interest rate on borrowings under the Receivables Facility was approximately 0.97% at March 31, 2013.

Long-Term Debt

A summary of long-term debt is as follows:

(In thousands)	March 31, 2013		December 31, 2012
U.S. Term Loans	$	1,132,813	$	1,156,250
Revolving Facility	310,000		—
2017 Senior Notes	550,000		550,000
2018 Senior Notes	822,008		826,974
2020 Senior Notes	1,013,038		1,013,372
2023 Senior Notes	748,484		748,452
Cash Convertible Notes	1,197,241		1,136,768
Other	132		132
	5,773,716		5,431,948
Less: Current portion	101,574		94,752
Total long-term debt	$	5,672,142	$	5,337,196

Senior Credit Facilities

In November 2011, the Company entered into a Senior Credit Agreement with a syndication of banks, which provided $1.25 billion in U.S. Term Loans (the “U.S. Term Loans”) and contains a $1.25 billion revolving facility (the “Revolving Facility,” and together with the U.S. Term Loans, the “Senior Credit Facilities”). Amortization payments due in the first quarter of 2013 on the U.S. Term Loans were paid in March 2013, in the amount of $23.4 million. At March 31, 2013, the Company had $310 million outstanding under the Revolving Facility. The interest rate on the Revolving Facility at March 31, 2013 was 1.60%.

Cash Convertible Notes

At March 31, 2013, the $1.20 billion outstanding consists of $505.6 million of Cash Convertible Notes debt ($574 million face amount, net of $68.4 million discount) and the bifurcated conversion feature with a fair value of $691.6 million recorded as a liability within long-term debt in the Condensed Consolidated Balance Sheets at March 31, 2013. The Cash Convertible Notes will mature on September 15, 2015, subject to earlier repurchase or conversion. Holders may convert their notes subject to certain conversion provisions determined by the market price of the Company’s common stock, specified distributions to common shareholders, a fundamental change, and certain time periods specified in the purchase agreement. Additionally, the Company has purchased call options, which are recorded as assets at their fair value of $691.6 million within other assets in the Condensed Consolidated Balance Sheets at March 31, 2013. At December 31, 2012, the $1.14 billion outstanding consists of $500.5 million of debt ($575 million face amount, net of $74.5 million discount) and the bifurcated conversion feature with a fair value of $636.3 million recorded as a liability within other long-term obligations in the Condensed Consolidated Balance Sheets. The purchased call options are assets recorded at their fair value of $636.3 million within other assets in the Condensed Consolidated Balance Sheets at December 31, 2012.

As of March 31, 2013, because the closing price of Mylan’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day in the March 31, 2013 period, was more than 130% of the applicable conversion reference price of $13.32 at March 31, 2013, the $574 million of Cash Convertible Notes was currently convertible. Although de minimis conversions have been requested, the Company’s experience is that convertible debentures are not normally converted by investors until close to their maturity date. Upon an investor’s election to convert, the Company is required to pay the full conversion value in cash. Should holders elect to convert, the Company intends to draw on its revolving credit facility to fund any principal payments. The amount payable per $1,000 notional bond would be calculated as the product of (1) the conversion reference rate (currently 75.0751) and (2) the average Daily Volume Weighted Average Price per share of common stock for a specified period following the conversion date. Any payment above the principal amount is matched by a convertible note hedge.

Senior Notes

The Company has entered into interest rate swaps that convert $500 million of 2018 Senior Notes principal debt to a variable rate. The variable rate was 3.25% at March 31, 2013. At March 31, 2013, the $822.0 million of 2018 Senior Notes debt is net of a $9.3 million discount and includes a fair value adjustment of $31.3 million associated with the interest rate swaps. At December 31, 2012, the $827.0 million of debt is net of a $9.7 million discount and includes a fair value adjustment of $36.6 million.

At March 31, 2013 and December 31, 2012, the $1.01 billion of 2020 Senior Notes debt includes a premium of $13.0 million and $13.4 million, respectively.

At March 31, 2013 and December 31, 2012, the $748.5 million of 2023 Senior Notes includes a $1.5 million discount.

Details of the interest rates in effect at March 31, 2013 and December 31, 2012 on the outstanding borrowings under the U.S. Term Loans are in the table below:

	March 31, 2013					December 31, 2012
(In thousands, except basis and rate amounts)	Outstanding		Basis	Rate		Outstanding		Basis	Rate
U.S. Term Loans:
Swapped to Fixed Rate — January 2014	$	500,000	Fixed	2.35	%	$	500,000	Fixed	2.35	%
Swapped to Fixed Rate — March 2014	350,000		Fixed	2.20	%	350,000		Fixed	2.20	%
Floating Rate	282,813		LIBOR + 1.75%	1.95	%	306,250		LIBOR + 1.75%	1.96	%
Total U.S. Term Loans	$	1,132,813				$	1,156,250

Fair Value

At March 31, 2013 and December 31, 2012, the fair value of the Senior Notes was approximately $3.40 billion and $3.43 billion, respectively. At March 31, 2013 and December 31, 2012, the fair value of the Cash Convertible Notes was approximately $1.27 billion and $1.22 billion, respectively. The fair values of the Senior Notes and Cash Convertible Notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy. Based on quoted market rates of interest and maturity schedules for similar debt issues, the fair values of the U.S. Term Loans and Revolving Facility, determined based on Level 2 inputs, approximate their carrying values at March 31, 2013 and December 31, 2012.

Mandatory minimum repayments remaining on the outstanding borrowings under the term loans and notes at March 31, 2013, excluding the discounts, premium and conversion features, are as follows for each of the periods ending December 31:

(In thousands)	U.S. Term Loans		Cash Convertible Notes		2017 Senior Notes		2018 Senior Notes		2020 Senior Notes		2023 Senior Notes		Revolving Facility		Total
2013	$	70,313	$	11	$	—	$	—	$	—	$	—	$	—	$	70,324
2014	125,000		—		—		—		—		—		—		125,000
2015	187,500		573,985		—		—		—		—		—		761,485
2016	750,000		—		—		—		—		—		310,000		1,060,000
2017	—		—		550,000		—		—		—		—		550,000
Thereafter	—		—		—		800,000		1,000,000		750,000		—		2,550,000
Total	$	1,132,813	$	573,996	$	550,000	$	800,000	$	1,000,000	$	750,000	$	310,000	$	5,116,809

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Debt (Interest Rates On Outstanding Borrowings Under Term Loans) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 5,773,716	$ 5,431,948
2020 Senior Notes | Senior Notes
Debt Instrument [Line Items]
Long-term debt	1,013,038	1,013,372
U.S. Term Loans | Swapped To Fixed Rate January 2014
Debt Instrument [Line Items]
Long-term debt	500,000	500,000
Debt instrument, interest rate at period end	2.35%	2.35%
U.S. Term Loans | Swapped To Fixed Rate March 2014
Debt Instrument [Line Items]
Long-term debt	350,000	350,000
Debt instrument, interest rate at period end	2.20%	2.20%
U.S. Term Loans | Floating Rate Debt
Debt Instrument [Line Items]
Long-term debt	$ 282,813	$ 306,250
Debt instrument, basis spread on variable rate	1.75%	1.75%
Debt instrument, description of variable rate basis	LIBOR	LIBOR
Debt instrument, interest rate at period end	1.95%	1.96%

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Debt (Minimum Repayments On Outstanding Borrowings Under Term Loans And Notes, Excluding Discounts, Premium And Conversion Features) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Debt Instrument [Line Items]
2013	$ 70,324
2014	125,000
2015	761,485
2016	1,060,000
2017	550,000
Thereafter	2,550,000
Total	5,116,809
Revolving Facility
Debt Instrument [Line Items]
2013	0
2014	0
2015	0
2016	310,000
2017	0
Thereafter	0
Total	310,000
Loans Payable | U.S. Term Loans
Debt Instrument [Line Items]
2013	70,313
2014	125,000
2015	187,500
2016	750,000
2017	0
Thereafter	0
Total	1,132,813
Convertible Debt | Convertible debt
Debt Instrument [Line Items]
2013	11
2014	0
2015	573,985
2016	0
2017	0
Thereafter	0
Total	573,996
Senior Notes | 2017 Senior Notes
Debt Instrument [Line Items]
2013	0
2014	0
2015	0
2016	0
2017	550,000
Thereafter	0
Total	550,000
Senior Notes | 2018 Senior Notes
Debt Instrument [Line Items]
2013	0
2014	0
2015	0
2016	0
2017	0
Thereafter	800,000
Total	800,000
Senior Notes | 2020 Senior Notes
Debt Instrument [Line Items]
2013	0
2014	0
2015	0
2016	0
2017	0
Thereafter	1,000,000
Total	1,000,000
Senior Notes | 2023 Senior Notes
Debt Instrument [Line Items]
2013	0
2014	0
2015	0
2016	0
2017	0
Thereafter	750,000
Total	$ 750,000

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Debt (Senior Notes) (Narrative) (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt	$ 5,773,716,000	$ 5,431,948,000
Interest rate swaps | 2018 Senior Notes
Debt Instrument [Line Items]
Long-term debt	500,000,000
Debt instrument, interest rate at period end	3.25%
Senior Notes | 2018 Senior Notes
Debt Instrument [Line Items]
Long-term debt	822,008,000	826,974,000
Discount on debt	9,300,000	9,700,000
Fair value adjustment	31,300,000	36,600,000
Senior Notes | 2020 Senior Notes
Debt Instrument [Line Items]
Long-term debt	1,013,038,000	1,013,372,000
Premium on debt	13,000,000	13,400,000
Senior Notes | 2023 Senior Notes
Debt Instrument [Line Items]
Long-term debt	748,484,000	748,452,000
Discount on debt	$ 1,500,000	$ 1,500,000

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Comprehensive Earnings (Tables)

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Accumulated Other Comprehensive Earnings (Loss)

(In thousands)	March 31, 2013			December 31, 2012
Accumulated other comprehensive loss:
Net unrealized gains on marketable securities, net of tax	$	843		$	1,033
Net unrecognized losses and prior service costs related to defined benefit plans, net of tax	(13,717		)	(13,890		)
Net unrecognized losses on derivatives, net of tax	(12,272		)	(30,820		)
Foreign currency translation adjustment	(183,256		)	(42,821		)
	$	(208,402	)	$	(86,498	)

Components Of Other Comprehensive Earnings (Loss)

Components of accumulated other comprehensive loss consist of the following, for the three months endedMarch 31, 2013:

(In thousands)	Three Months Ended March 31, 2013
	Gains and Losses on Derivatives in Cash Flow Hedging Relationships							Gains and Losses on Marketable Securities			Defined Benefit Plan Items			Foreign Currency Translation Adjustment			Totals
	Foreign currency forward contracts		Interest rate swaps		Total
Balance at December 31, 2012, net of tax					$	(30,820	)	$	1,033		$	(13,890	)	$	(42,821	)	$	(86,498	)
Other comprehensive earnings (loss) before reclassifications, before tax					15,982			(267		)	—			(140,435		)	(124,720		)
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax:
Gain (loss) on foreign exchange forward contracts classified as cash flow hedges, included in net revenues	(9,104	)			(9,104		)										(9,104		)
Gain (loss) on interest rate swaps classified as cash flow hedges, included in interest expense			(712	)	(712		)										(712		)
Realized gain (loss) on sale of marketable securities, included in other income (expense), net								25									25
Amortization of actuarial gain (loss) included in selling, general and administrative expenses											(277		)				(277		)
Amounts reclassified from accumulated other comprehensive (loss) earnings, before tax					(9,816		)	25			(277		)	—			(10,068		)
Net other comprehensive earnings (loss), before tax					25,798			(292		)	277			(140,435		)	(114,652		)
Income tax related to items of other comprehensive (loss) earnings					(7,250		)	102			(104		)	—			(7,252		)
Balance at March 31, 2013, net of tax					$	(12,272	)	$	843		$	(13,717	)	$	(183,256	)	$	(208,402	)

Components of other comprehensive (loss) earnings, before tax, consist of the following, for the three months endedMarch 31, 2012:

	Three Months Ended
(In thousands)	March 31, 2012
Defined benefit plans:
Unrecognized gain (loss) and prior service cost arising during the period	$	—
Less: Amortization of actuarial gain included in net earnings	10
Net change in unrecognized losses and prior service cost related to defined benefit plans	$	(10	)
Derivatives in cash flow hedging relationships:
Amount of gain recognized in AOCE on derivatives (effective portion)	$	17,017
Less: Reclassification of loss from AOCE into earnings (effective portion)	(5,629		)
Net unrecognized gain on derivatives	$	22,646
Net unrealized loss on marketable securities:
Unrealized loss on marketable securities	$	(143	)
Less: Reclassification for gain included in net earnings	25
Net unrealized loss on marketable securities	$	(168	)

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Financial Instruments And Risk Management (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			3 Months Ended
	Mar. 31, 2013	Mar. 31, 2013 Derivative instrument contracts with credit-risk-related contingent features	Mar. 31, 2013 Purchased cash convertible note hedge	Mar. 31, 2013 Contingent consideration Minimum	Mar. 31, 2013 Contingent consideration Maximum	Mar. 31, 2013 Change during period, fair value disclosure	Mar. 31, 2013 Interest rate swaps	Apr. 03, 2013 Interest rate swaps	Feb. 28, 2013 Interest rate swaps	Mar. 31, 2013 Interest rate swaps Floating Rate Debt [Member]	Dec. 31, 2012 Interest rate swaps Floating Rate Debt [Member]	Jun. 19, 2012 Interest rate swaps Floating Rate Debt [Member] Swapped to Fixed Rate 2016	Mar. 31, 2013 Interest rate swaps Fixed rate debt	Dec. 31, 2012 Interest rate swaps Fixed rate debt	Mar. 31, 2013 2018 Senior Notes
Derivative [Line Items]
Notional amount of interest rate cash flow hedge derivatives								$ 1,800	$ 1,070	$ 850	$ 850	$ 750
Maturity range, minimum							5 years 0 months 0 days
Maturity range, maximum							30 years 0 months 0 days
Maturity							10 years 0 months 0 days
Interest rate															6.00%
Notional amount of interest rate fair value hedge derivatives													500	500
Aggregate fair value of derivative contracts		26.8
Fair value of convertible note hedge			691.6
Pre-tax net losses on cash flow hedges to be reclassified from AOCE into earnings in next twelve months	18.4
Rate used to discount net cash inflows to present values				2.20%	10.30%
Accretion expense	7.7
Adjustment to contingent consideration liability						$ 1.9

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General (Policies)

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting Policy

The accompanying unaudited Condensed Consolidated Financial Statements (“interim financial statements”) of Mylan Inc. and subsidiaries (“Mylan” or the “Company”) were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q; therefore, as permitted under these rules, certain footnotes and other financial information included in audited financial statements were condensed or omitted. The interim financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the interim results of operations, comprehensive earnings, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. The December 31, 2012Condensed Consolidated Balance Sheet was derived from audited financial statements.

The interim results of operations, comprehensive earnings and cash flows for the three months endedMarch 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period. The Company computed its provision for income taxes using an estimated effective tax rate for the full year with consideration of certain discrete tax items which occurred within the interim period. The estimated annual effective tax rate for 2013 includes an estimate of the full-year effect of foreign tax credits that the Company anticipates it will claim against its 2013 U.S. tax liabilities.

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Segment Information (Policies)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Reporting Policy

Mylan has two segments, “Generics” and “Specialty.” The Generics segment primarily develops, manufactures, sells and distributes generic or branded generic pharmaceutical products in tablet, capsule, injectable or transdermal patch form, as well as active pharmaceutical ingredients (“API”). The Specialty segment engages mainly in the development, manufacture and sale of branded specialty nebulized and injectable products. Beginning with the first quarter of 2013, the Company reorganized the components of its Generics and Specialty segments as a result of a change in the way the Chief Executive Officer, who is the chief operating decision maker, evaluates the performance of operations, develops strategy and allocates capital resources. As required by the applicable accounting standards, financial statements issued subsequent to this segment reporting change are required to reflect modifications to the reportable segment information resulting from the revision, including reclassifications of all comparative segment information. Accordingly, the results presented below reflect the change in segment reporting for all periods presented. There is no change to the Company’s previously reported consolidated net operating results, financial position or cash flows.

The Company’s chief operating decision maker evaluates the performance of its segments based on total revenues and segment profitability. Segment profitability represents segment gross profit less direct research and development expenses and direct selling, general and administrative expenses. Certain general and administrative and research and development expenses not allocated to the segments, net charges for litigation settlements, impairment charges and other expenses not directly attributable to the segments, are reported in Corporate/Other. Additionally, amortization of intangible assets and other purchase accounting related items, as well as any other significant special items, are included in Corporate/Other. Items below the earnings from operations line on the Company’s Condensed Consolidated Statements of Operations are not presented by segment, since they are excluded from the measure of segment profitability. The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the chief operating decision maker.

The accounting policies of the segments are the same as those described in the “Summary of Significant Accounting Policies” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Intersegment revenues are accounted for at current market values and are eliminated at the consolidated level.

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Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Dec. 31, 2012
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	$ 3,900,655
Accumulated impairment losses, beginning balance	(385,000)
Goodwill, net beginning balance	3,451,506		3,515,655
Goodwill acquired	10,213	[1]
Goodwill transfers	0	[2]
Foreign currency translation	(74,362)
Goodwill, gross, ending balance	3,836,506
Accumulated impairment losses, ending balance	(385,000)
Goodwill, net, ending balance	3,451,506		3,515,655
Generics Segment
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	3,194,148
Accumulated impairment losses, beginning balance	0
Goodwill, net beginning balance	3,102,397		3,194,148
Goodwill transfers	(27,602)	[2]
Foreign currency translation	(74,362)
Goodwill, gross, ending balance	3,102,397
Accumulated impairment losses, ending balance	0
Goodwill, net, ending balance	3,102,397		3,194,148
Specialty Segment
Goodwill [Roll Forward]
Goodwill, gross, beginning balance	706,507
Accumulated impairment losses, beginning balance	(385,000)
Goodwill, net beginning balance	349,109		321,507
Goodwill transfers	27,602	[2]
Foreign currency translation	0
Goodwill, gross, ending balance	734,109
Accumulated impairment losses, ending balance	(385,000)
Goodwill, net, ending balance	349,109		321,507
SMS Pharmaceuticals Ltd. | Generics Segment
Goodwill [Roll Forward]
Goodwill acquired	10,213	[1]
SMS Pharmaceuticals Ltd. | Specialty Segment
Goodwill [Roll Forward]
Goodwill acquired	$ 0	[1]

[1] See Note 4.

[2] As a result of the January 1, 2013 reorganization of certain components between the Generics and Specialty segments, the Company was required to reassign a portion of the carrying amount of goodwill to the Specialty segment.

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Stock-Based Incentive Plan (Status Of Company's Nonvested Restricted Stock And Restricted Stock Unit Awards And Changes) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of restricted stock awards, nonvested beginning of period	2,498,316
Weighted average grant-date fair value per share, nonvested beginning of period	$ 22.47
Number of restricted stock awards - granted	1,791,903
Weighted average grant-date fair value per share - granted	$ 30.86
Number of restricted stock awards - released	(745,307)
Weighted average grant-date fair value per share - released	$ 21.82
Number of restricted stock awards - forfeited	(58,564)
Weighted average grant-date fair value per share- forfeited	$ 23.03
Number of restricted stock awards, nonvested end of period	3,486,348
Weighted average grant-date fair value per share, nonvested end of period	$ 26.92

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.5	$ 0.5
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	541,245,735	539,664,386
Treasury stock, shares	160,221,798	144,459,210

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Acquisitions and Collaborative Agreements

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Acquisitions and Collaborative Agreements

Acquisitions and Collaborative Agreements

Pfizer Japan

On August 22, 2012, the Company and Pfizer Japan Inc. (“Pfizer Japan”) announced a definitive agreement to establish an exclusive long-term strategic collaboration to develop, manufacture, distribute and market generic drugs in Japan. Under the agreement, the Company and Pfizer Japan will continue to operate separate legal entities in Japan, but will collaborate on current and future generic products, sharing the costs and profits resulting from the collaboration. The Company’s responsibilities primarily consist of managing operations, including research and development and manufacturing. Pfizer Japan’s responsibilities under the agreement primarily consist of the commercialization of the combined generics portfolio and managing a combined marketing and sales effort. The collaboration became operational on January 1, 2013.

Biocon Insulin Products

On February 12, 2013, the Company entered into a definitive agreement with Biocon Limited (“Biocon”) for an exclusive strategic collaboration on the development and commercialization of generic versions of three insulin analog products. Under the terms of this collaboration, the Company will have the rights to develop and market a version of Glargine (the generic version of Sanofi’s Lantus®), Lispro (the generic version of Eli Lilly and Company’s Humalog®) and Aspart (the generic version of Novo Nordisk’s NovoLog®). The Company and Biocon will share development, capital and certain other costs to bring the products to market. Mylan will have exclusive commercialization rights in the U.S., Canada, Australia, New Zealand, the European Union and the European Free Trade Association countries through a profit-share arrangement with Biocon. The Company will also have co-exclusive commercialization rights with Biocon in certain other markets around the world. As part of the agreement, the Company made a licensing payment of $20 million to Biocon, which is included as a component of research and development expense for the three months endedMarch 31, 2013.

SMS Pharmaceuticals Ltd.

On February 14, 2013, the Company completed the acquisition of a manufacturing operation located in India from SMS Pharmaceuticals Ltd. (“SMS”) for approximately $32 million in cash. As part of the purchase price allocation, goodwill of approximately $10 million was recognized within the Generics segment. The impact on the Company’s results of operations since the acquisition date was not material.

Agila Specialties

On February 27, 2013, the Company announced that it had signed a definitive agreement to acquire the Agila Specialties business (“Agila Specialties”), a developer, manufacturer and marketer of high-quality generic injectable products, from Strides Arcolab Limited for approximately $1.6 billion in cash plus contingent payments of up to $250 million subject to certain conditions. The transaction will be funded through $1 billion in committed financing and the use of cash on hand and borrowings from the Company’s revolving credit facility. Upon completion of the acquisition, the Company will significantly expand and strengthen its injectable product portfolio and gain entry into new geographic markets, such as Brazil. The transaction is expected to close in the fourth quarter of 2013 and is subject to certain closing conditions and regulatory approvals.

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Debt Debt (Senior Bridge Term Loan Commitment) (Narrative) (Details) (Bridge Loan, USD $) In Billions, unless otherwise specified	Feb. 27, 2013
Bridge Loan
Debt Instrument [Line Items]
Bridge Loan	$ 1

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Shareholders' Equity (Summary Of Change In Shareholders' Equity) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shareholders' equity attributable to noncontrolling interest, beginning balance	$ 15,110
Shareholders' equity, beginning balance	3,355,828	3,504,782
Net earnings	107,544	129,470
Other comprehensive loss, net of tax	(121,904)	116,716
Treasury Stock, Value, Acquired, Cost Method	(500,000)
Stock option activity	28,060	17,182
Stock compensation expense	12,129	12,303
Issuance of restricted stock, net of shares withheld	(7,301)	(4,983)
Purchase of subsidiary shares from noncontrolling interest		(34)
Tax benefit of stock option plans	12,892	3,796
Other	(56)	166
Shareholders' equity attributable to noncontrolling interest, ending balance	15,716
Shareholders' equity, ending balance	2,887,192	3,779,398
Total Mylan Inc. Shareholders' Equity
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shareholders' equity attributable to Mylan Inc., beginning balance	3,340,718	3,491,775
Net earnings	106,882	129,079
Other comprehensive loss, net of tax	(121,904)	116,716
Treasury Stock, Value, Acquired, Cost Method	(500,000)
Stock option activity	28,060	17,182
Stock compensation expense	12,129	12,303
Issuance of restricted stock, net of shares withheld	(7,301)	(4,983)
Purchase of subsidiary shares from noncontrolling interest		(9)
Tax benefit of stock option plans	12,892	3,796
Shareholders' equity attributable to Mylan Inc., ending balance	2,871,476	3,765,859
Noncontrolling Interest
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shareholders' equity attributable to noncontrolling interest, beginning balance	15,110	13,007
Net earnings	662	391
Purchase of subsidiary shares from noncontrolling interest		(25)
Other	(56)	166
Shareholders' equity attributable to noncontrolling interest, ending balance	$ 15,716	$ 13,539

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Contingencies (Policies)

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Legal Costs Policy

Legal costs are recorded as incurred and are classified in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations.

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Acquisitions and Collaborative Agreements (Narrative) (Details) (USD $)	3 Months Ended							3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012	Feb. 14, 2013 SMS Pharmaceuticals Ltd.	Feb. 27, 2013 Agila Specialties Private Limited	Feb. 27, 2013 Committed Financing Agila Specialties Private Limited	Feb. 27, 2013 Maximum Agila Specialties Private Limited	Mar. 31, 2013 Generics Segment SMS Pharmaceuticals Ltd.		Mar. 31, 2013 Biocon Insulin Products
Business Acquisition [Line Items]
Research and development expense	$ 126,486,000		$ 80,959,000							$ 20,000,000
Total purchase consideration				32,000,000	1,600,000,000	1,000,000,000
Goodwill, acquired during period	10,213,000	[1]						10,213,000	[1]
Contingent consideration							$ 250,000,000

[1] See Note 4.

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Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

Legal Proceedings

The Company is involved in various disputes, governmental and/or regulatory inquiries and proceedings and litigation matters that arise from time to time, some of which are described below. The Company is also party to certain litigation matters for which Merck KGaA has agreed to indemnify the Company, pursuant to the agreement by which Mylan acquired the former Merck Generics business.

While the Company believes that it has meritorious defenses with respect to the claims asserted against it and intends to vigorously defend its position, the process of resolving matters through litigation or other means is inherently uncertain, and it is not possible to predict the ultimate resolution of any such proceeding. It is possible that an unfavorable resolution of any of the matters described below, or the inability or denial of Merck KGaA, another indemnitor or insurer to pay an indemnified claim, could have a material effect on the Company’s financial position, results of operations and cash flows. Unless otherwise disclosed below, the Company is unable to predict the outcome of the respective litigation or to provide an estimate of the range of reasonably possible losses. Legal costs are recorded as incurred and are classified in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations.

Lorazepam and Clorazepate

On June 1, 2005, a jury verdict was rendered against Mylan, MPI, and co-defendants Cambrex Corporation and Gyma Laboratories in the U.S. District Court for the District of Columbia in the amount of approximately $12.0 million, which has been accrued for by the Company. The jury found that Mylan and its co-defendants willfully violated Massachusetts, Minnesota and Illinois state antitrust laws in connection with API supply agreements entered into between the Company and its API supplier (Cambrex) and broker (Gyma) for two drugs, Lorazepam and Clorazepate, in 1997, and subsequent price increases on these drugs in 1998. The case was brought by four health insurers who opted out of earlier class action settlements agreed to by the Company in 2001 and represents the last remaining antitrust claims relating to Mylan’s 1998 price increases for Lorazepam and Clorazepate. On December 20, 2006, the Company’s motion for judgment as a matter of law and motion for a new trial were denied and the remaining motions were denied on January 24, 2008. In post-trial filings, the plaintiffs requested that the verdict be trebled and that request was granted on January 24, 2008. On February 6, 2008, a judgment was issued against Mylan and its co-defendants in the total amount of approximately $69.0 million, which, in the case of three of the plaintiffs, reflects trebling of the compensatory damages in the original verdict (approximately $11.0 million in total) and, in the case of the fourth plaintiff, reflects their amount of the compensatory damages in the original jury verdict plus doubling this compensatory damage award as punitive damages assessed against each of the defendants (approximately $58.0 million in total), some or all of which may be subject to indemnification obligations by Mylan. Plaintiffs are also seeking an award of attorneys’ fees and litigation costs in unspecified amounts and prejudgment interest of approximately $8.0 million. The Company and its co-defendants appealed to the U.S. Court of Appeals for the D.C. Circuit and have challenged the verdict as legally erroneous on multiple grounds. The appeals were held in abeyance pending a ruling on the motion for prejudgment interest, which has been granted. Mylan has contested this ruling along with the liability finding and other damages awards as part of its appeal, which was filed in the Court of Appeals for the D.C. Circuit. On January 18, 2011, the Court of Appeals issued a judgment remanding the case to the District Court for further proceedings based on lack of diversity with respect to certain plaintiffs. On June 13, 2011, Mylan filed a certiorari petition with the U.S. Supreme Court requesting review of the judgment of the D.C. Circuit. On October 3, 2011, the certiorari petition was denied. The case is now proceeding before the District Court. On January 14, 2013, following limited court-ordered jurisdictional discovery, the plaintiffs filed a fourth amended complaint containing additional factual averments with respect to the diversity of citizenship of the parties, along with a motion to voluntarily dismiss 755 (of 1,387) self-funded customers whose presence would destroy the District Court’s diversity jurisdiction. Plaintiffs also moved for a remittitur (reduction) of approximately $8.1 million from the full damages award. Mylan’s brief in response to the new factual averments in the complaint was filed on February 13, 2013. In addition to disputing the sufficiency of many of the plaintiffs’ jurisdictional averments, Mylan argued that the case should be dismissed in its entirety, or that alternatively all of the self-funded customer claims should be dismissed. Mylan also argued for additional discovery and a new trial on damages. Briefing on these issues is complete, and a decision is pending.

In connection with the Company’s appeal of the judgment, the Company submitted a surety bond underwritten by a third-party insurance company in the amount of $74.5 million in February 2008. On May 30, 2012, the District Court ordered the amount of the surety bond reduced to $66.6 million.

Pricing and Medicaid Litigation

Beginning in September 2003, Mylan, MPI and/or Mylan Institutional Inc. (formerly known as UDL Laboratories, Inc. and hereafter “MII”), a wholly owned subsidiary of the Company, together with many other pharmaceutical companies, have been named in civil lawsuits filed by state attorneys general (“AGs”) and municipal bodies within the state of New York alleging generally that the defendants defrauded the state Medicaid systems by allegedly reporting “Average Wholesale Prices” and/or “Wholesale Acquisition Costs” that exceeded the actual selling price of the defendants’ prescription drugs, causing state programs to overpay pharmacies and other providers. To date, Mylan, MPI and/or MII have been named as defendants in substantially similar civil lawsuits filed by the AGs of Alabama, Alaska, California, Florida, Hawaii, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, Missouri, Oklahoma, South Carolina, Texas, Utah and Wisconsin, and also by the city of New York and approximately 40 counties across New York State. Several of these cases have been transferred to the AWP multi-district litigation proceedings pending in the U.S. District Court for the District of Massachusetts for pretrial proceedings. Other cases will likely be litigated in the state courts in which they were filed. Each of the cases seeks money damages, civil penalties and/or double, treble or punitive damages, counsel fees and costs, equitable relief and/or injunctive relief. Mylan and its subsidiaries have denied liability and are defending the remaining actions vigorously.

In May 2008, an amended complaint was filed in the U.S. District Court for the District of Massachusetts by a private plaintiff on behalf of the United States of America against Mylan, MPI, MII and several other generic manufacturers. The original complaint was filed under seal in April 2000, and Mylan, MPI and MII were added as parties in February 2001. The claims against Mylan, MPI, MII and the other generic manufacturers were severed from the April 2000 complaint (which remains under seal) as a result of the federal government’s decision not to intervene in the action as to those defendants. The complaint alleged violations of the False Claims Act and set forth allegations substantially similar to those alleged in the state AG cases mentioned in the preceding paragraph and purported to seek nationwide recovery of any and all alleged overpayment of the “federal share” under the Medicaid program, as well as treble damages and civil penalties. In December 2010, the Company completed a settlement of this case (except for the claims related to the California federal share) and the Texas state action mentioned above. This settlement resolved a significant portion of the damages claims asserted against Mylan, MPI and MII in the various pending pricing litigations. In addition, Mylan has reached settlements of the Alabama, Alaska, California (including the “federal share”), Florida, Hawaii, Idaho, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, New York state and county, Oklahoma. South Carolina, and Utah state actions. The Company has also reached an agreement in principle to settle the Missouri action, which is contingent upon the execution of definitive settlement documents. With regard to the remaining state actions, the Company continues to believe that it has meritorious defenses and is vigorously defending itself in those actions. The Company had accrued approximately $50.0 million at December 31, 2012. As there were no settlement payments and no additional accruals during the three months endedMarch 31, 2013, the Company has a remaining accrual of approximately $50.0 million at March 31, 2013. The Company reviews the status of these actions on an ongoing basis, and from time to time, the Company may settle or otherwise resolve these matters on terms and conditions that management believes are in the best interests of the Company. There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed amounts that may be provided for. However, the range of reasonably possible loss above the amount provided for cannot be estimated.

Dey (now known as Mylan Specialty L.P. and hereafter “Mylan Specialty”), a wholly owned subsidiary of the Company, was named as a defendant in several class actions brought by consumers and third-party payors. Mylan Specialty has reached a settlement of these class actions, which has been approved by the court and all claims have been dismissed. Additionally, a complaint was filed under seal by a plaintiff on behalf of the United States of America against Dey in August 1997. In August 2006, the Government filed its complaint-in-intervention and the case was unsealed in September 2006. The Government asserted that Mylan Specialty was jointly liable with a codefendant and sought recovery of alleged overpayments, together with treble damages, civil penalties and equitable relief. Mylan Specialty completed a settlement of this action in December 2010. These cases all have generally alleged that Mylan Specialty falsely reported certain price information concerning certain drugs marketed by Mylan Specialty, that Mylan Specialty caused false claims to be made to Medicaid and to Medicare, and that Mylan Specialty caused Medicaid and Medicare to make overpayments on those claims.

Under the terms of the purchase agreement with Merck KGaA, Mylan is fully indemnified for the claims in the preceding paragraph and Merck KGaA is entitled to any income tax benefit the Company realizes for any deductions of amounts paid for such pricing litigation. Under the indemnity, Merck KGaA is responsible for all settlement and legal costs, and, as such, these settlements had no impact on the Company’s Consolidated Statements of Operations. At March 31, 2013, the Company has accrued approximately $66.4 million in other current liabilities, which represents its estimate of the remaining amount of anticipated income tax benefits due to Merck KGaA. Substantially all of Mylan Specialty’s known claims with respect to this pricing litigation have been settled.

Modafinil Antitrust Litigation and FTC Inquiry

Beginning in April 2006, Mylan and four other drug manufacturers have been named as defendants in civil lawsuits filed in or transferred to the U.S. District Court for the Eastern District of Pennsylvania by a variety of plaintiffs purportedly representing direct and indirect purchasers of the drug Modafinil and in a lawsuit filed by Apotex, Inc., a manufacturer of generic drugs, seeking approval to market a generic Modafinil product. These actions allege violations of federal antitrust and state laws in connection with the defendants’ settlement of patent litigation relating to Modafinil. On March 29, 2010, the Court in the Eastern District of Pennsylvania denied the defendants’ motions to dismiss. Fact discovery closed on February 11, 2011. No date has been set for briefing on dispositive motions. Mylan is defending each of these actions vigorously. The case has been suspended in light of petitions for writ of certiorari that were filed before the U.S. Supreme Court in In RE: K-Dur Antitrust Litigation and FTC v. Watson Pharms Inc., et al. (Androgel Litigation). On December 7, 2012, the Supreme Court granted certiorari in the Androgel Litigation and heard oral argument on March 25, 2013.

In addition, by letter dated July 11, 2006, Mylan was notified by the U.S. Federal Trade Commission (“FTC”) of an investigation relating to the settlement of the Modafinil patent litigation. In its letter, the FTC requested certain information from Mylan, MPI and Mylan Technologies, Inc. pertaining to the patent litigation and the settlement thereof. On March 29, 2007, the FTC issued a subpoena, and on April 26, 2007, the FTC issued a civil investigative demand to Mylan, requesting additional information from the Company relating to the investigation. Mylan has cooperated fully with the government’s investigation and completed all requests for information. On February 13, 2008, the FTC filed a lawsuit against Cephalon in the U.S. District Court for the District of Columbia and the case has subsequently been transferred to the U.S. District Court for the Eastern District of Pennsylvania. On July 1, 2010, the FTC issued a third party subpoena to Mylan, requesting documents in connection with its lawsuit against Cephalon. Mylan has responded to the subpoena. Mylan is not named as a defendant in the FTC’s lawsuit, although the complaint includes certain allegations pertaining to the Mylan/Cephalon settlement.

FTC Minocycline Inquiry

On May 1, 2012, the FTC issued a civil investigative demand to Mylan pertaining to an investigation being conducted to determine whether Medicis Pharmaceutical Corporation, Mylan, and/or other generic companies engaged in unfair methods of competition with regard to Medicis’ branded Solodyn products and generic Solodyn products, as well as the 2010 settlement of Medicis’ patent infringement claims against Mylan and Matrix Laboratories Ltd. (now known as Mylan Laboratories Ltd). Mylan is cooperating with the FTC and has responded to requests for information.

EPIPEN® Auto-Injector Advertising Inquiries

During 2012, the Massachusetts Attorney General’s office and the Oregon Department of Justice issued civil investigation demands to Mylan Specialty, regarding the marketing and sale of EPIPEN® and EPIPEN Jr Auto-Injectors in both states, seeking information about an EPIPEN® Auto-Injector television commercial. Mylan is cooperating with both requests and is in the process of responding to the requests for information.

EU Commission Proceedings

On or around July 8, 2009, the European Commission (the “EU Commission” or the “Commission”) stated that it had initiated antitrust proceedings pursuant to Article 11(6) of Regulation No. 1/2003 and Article 2(1) of Regulation No. 773/2004 to explore possible infringement of Articles 81 and 82 EC and Articles 53 and 54 of the EEA Agreement by Les Laboratoires Servier (“Servier”) as well as possible infringement of Article 81 EC by the Company’s Indian subsidiary, Mylan Laboratories Limited (formerly known as Matrix Laboratories Limited), and four other companies, each of which entered into agreements with Servier relating to the product Perindopril. On July 30, 2012, the European Commission issued a Statement of Objections to Servier SAS, Servier Laboratories Limited, Les Laboratories Servier, Adir, Biogaran, Krka, d.d. Novo mesto, Lupin Limited, Mylan Laboratories Limited, Mylan Inc., Niche Generics Limited, Teva UK Limited, Teva Pharmaceutical Industries Ltd., Teva Pharmaceuticals Europe B.V., and Unichem Laboratories Limited. Mylan Inc. and Mylan Laboratories Limited have filed responses to the Statement of Objections and are vigorously defending themselves against allegations contained therein.

On October 6, 2009, the Company received notice that the EU Commission was initiating an investigation pursuant to Article 20(4) of Regulation No. 1/2003 to explore possible infringement of Articles 81 and 82 EC by the Company and its affiliates. Mylan S.A.S., acting on behalf of its Mylan affiliates, has produced documents and other information in connection with the inquiry and continues to respond to other requests for additional information. The Company is cooperating with the Commission in connection with the investigation, and no statement of objections has been filed against the Company in connection with the investigation.

On March 19, 2010, Mylan and Generics [U.K.] Ltd., a wholly owned subsidiary of the Company, received notice that the EU Commission had opened proceedings against Lundbeck with respect to alleged unilateral practices and/or agreements related to Citalopram in the European Economic Area. A Statement of Objections was issued to Lundbeck, Merck KGaA, Generics [U.K.] Limited, Arrow, Resolution Chemicals, Xelia Pharmaceuticals, Alpharma, A.L. Industrier and Ranbaxy on July 25, 2012. Generics [U.K.] Limited has filed a response to the Statement of Objections and is vigorously defending itself against allegations contained therein.

U.K. Office of Fair Trading

On August 12, 2011, Generics [U.K.] Ltd. received notice that the Office of Fair Trading was opening an investigation to explore the possible infringement of the Competition Act 1998 and Article 101 and 102 on the Functioning of the European Union, with respect to alleged agreements related to Paroxetine. Generics [U.K.] Ltd. has produced documents and information in connection with this inquiry and is continuing to cooperate with the investigation. On April 19, 2013, a Statement of Objections was issued to GlaxoSmithKline, Generics [U.K.] Ltd., Alpharma and Ivax LLC. Generics [U.K.] Ltd. is preparing its response and intends to defend itself against the allegations contained therein.

South African Competition Commission

Mylan's South African affiliate received a summons and a request for appearance and information, dated February 22, 2013, regarding a supply agreement between Aspen Pharmacare Holdings (Pty) Ltd. and Mylan Laboratories Limited pertaining to a fixed dose combination antiretroviral product. The summons was issued in respect of two complaints in connection with this Agreement.

Product Liability

The Company is involved in a number of product liability lawsuits and claims related to alleged personal injuries arising out of certain products manufactured and/or distributed by the Company, including but not limited to its fentanyl transdermal system, phenytoin, propoxyphene, alendronate and Amnesteem^®. The Company believes that it has meritorious defenses to these lawsuits and claims and is vigorously defending itself with respect to those matters. From time to time, the Company has agreed to settle or otherwise resolve certain lawsuits and claims on terms and conditions that are in the best interests of the Company. The Company had accrued approximately $21.6 million at December 31, 2012. During the three months endedMarch 31, 2013, the Company accrued approximately $1.9 million and paid approximately $0.9 million, resulting in an accrual of approximately $22.6 million at March 31, 2013.

There are no assurances that settlements reached and/or adverse judgments received, if any, will not exceed amounts that may be provided for. However, the range of reasonably possible loss above the amount provided for cannot be estimated.

Intellectual Property

On April 16, 2012, the Federal Circuit reversed and vacated a judgment of invalidity by the United States District Court for the District of Delaware in a patent infringement lawsuit by Eurand, Inc. (now known as Aptalis Pharmatech, Inc.), Cephalon, Inc., and Anesta AG against Mylan Inc. and MPI in relation to MPI’s abbreviated new drug application for extended-release cyclobenzaprine hydrochloride. On May 12, 2011, the District Court found, after trial, the patents-in-suit invalid as obvious. On May 13, 2011, MPI launched its cyclobenzaprine hydrochloride extended-release capsules. Plaintiffs appealed the District Court’s finding of obviousness to the Federal Circuit, and on May 24, 2011, the District Court issued an injunction order enjoining Mylan from selling any additional cyclobenzaprine products pending the Federal Circuit’s decision. Plaintiffs were required to post a $10 million bond. Mylan appealed the District Court’s injunction and filed a motion to stay the injunction pending resolution of the appeal. On May 25, 2011, the Federal Circuit temporarily stayed the injunction pending full briefing on Mylan’s motion to stay. On July 7, 2011, the Federal Circuit reinstated the injunction preventing further sales pending a decision on the appeal. On April 16, 2012, the Federal Circuit reversed and vacated the District Court’s invalidity judgment and dismissed without prejudice Mylan’s appeal of the injunction. The Company filed a petition for rehearing en banc and on July 25, 2012, the petition was denied. The Company filed a petition for certiorari to the United States Supreme Court on October 23, 2012 and on January 14, 2013, the petition was denied. The case was remanded to the District Court, which will consider the issue of damages. On April 4, 2013, the District Court ordered that the effective date of approval of Mylan’s Abbreviated New Drug Application shall not be earlier than the later to expire of the patents-in-suit, unless otherwise ordered by the Court, and enjoined Mylan from manufacturing, using, offering to sell, selling, or importing it products until after the later of the expiration dates of the patents-in-suit, unless otherwise ordered by the Court.

In these and other situations, the Company has used its business judgment to decide to market and sell products, notwithstanding the fact that allegations of patent infringement(s) or other potential third party rights have not been finally resolved by the courts (i.e., an “at-risk launch” situation). The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include, among other things, damages measured by the profits lost by the patent owner and not necessarily by the profits earned by the infringer. In the case of willful infringement, the definition of which is subjective, such damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than bioequivalent products. An adverse decision in cases involving an “at-risk launch” could have a material adverse effect on our financial position, including our results of operations and cash flows.

Other Litigation

The Company is involved in various other legal proceedings that are considered normal to its business, including but not limited to certain proceedings assumed as a result of the acquisition of the former Merck Generics business. While it is not possible to predict the ultimate outcome of such other proceedings, the ultimate outcome of any such proceeding is not currently expected to be material to the Company’s financial position, results of operations or cash flows.