SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

Of the Securities Exchange Act of 1934

Mylan Laboratories Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, par value $0.50 per share

(Titles of Class of Securities)

628530107

(CUSIP Number of Class of Securities)

Edward J. Borkowski

Chief Financial Officer

Mylan Laboratories Inc.

1500 Corporate Drive

Canonsburg, Pennsylvania 15317

(724) 514-1800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Persons)

Copies To:

Roger S. Aaron, Esq.

Eric L. Cochran, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,000,000,000	$117,700

* Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of at total of 48,780,487 shares of outstanding common stock of Mylan Laboratories Inc., par value $0.50 per share, at the maximum tender offer price of $20.50 per share.

**  The amount of the filing fee equals $117.70 per million of the transaction value and is estimated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory #6 for Fiscal Year 2005 issued by the Securities and Exchange Commission.

þ  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $117,700	Filing Party: Mylan Laboratories Inc.
Form or Registration No.: Form S-4, File No. 333-118828	Date Filed: September 3, 2004

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o  third-party tender offer subject to Rule 14d-1.

þ  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:     o

          This Tender Offer Statement on Schedule TO (“Schedule TO”) is being filed by Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan” or the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with Mylan’s offer to purchase for cash of up to 48,780,487 shares of its common stock, par value $0.50 per share, including the associated preferred stock purchase rights (the “Common Stock”), or such lesser number of shares of Common Stock as is properly tendered and not properly withdrawn (the “Shares”), at a price not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest. Mylan’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 16, 2005 (“Offer to Purchase”), and in the related Letter of Transmittal (“Letter of Transmittal”) which, as amended or supplemented from time to time, together constitute the offer. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Exchange Act.

          All information in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.

ITEM 1. Summary Term Sheet.

          The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.

ITEM 2. Subject Company Information.

          (a) The name of the issuer is Mylan Laboratories Inc., a Pennsylvania corporation. The address of Mylan’s principal executive offices is 1500 Corporate Drive, Canonsburg, Pennsylvania 15317. Mylan’s telephone number is (724) 514-1800.

          (b) This Schedule TO relates to the Company’s Common Stock, of which there were 269,448,868 shares issued and outstanding as of June 14, 2005. The information set forth in the section of the Offer to Purchase titled “Introduction” is incorporated herein by reference.

          (c) The information set forth in Section 8 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

ITEM 3. Identity and Background of Filing Person.

          (a) Mylan Laboratories Inc. is the filing person and subject company. The address of Mylan’s principal executive offices is 1500 Corporate Drive, Canonsburg, Pennsylvania 15317. Mylan’s telephone number is (724) 514-1800.

1

          Pursuant to General Instruction C to Schedule TO, the following persons are the directors and/or executive officers of Mylan:

Name	Position
Milan Puskar	Chairman
Robert J. Coury	Vice Chairman and Chief Executive Officer
Edward J. Borkowski	Chief Financial Officer
Louis J. DeBone	President and Chief Operating Officer
John P. O’Donnell	Chief Scientific Officer
Stuart A. Williams	Chief Legal Officer and Director
Wendy Cameron	Director
Laurence S. DeLynn	Director
Douglas J. Leech	Director
Joseph C. Maroon	Director
Rod Piatt	Director
Patricia A. Sunseri	Director
C.B. Todd	Director
Randall L. Vanderveen	Director

          The business address and telephone number for all of the above directors and executive officers are c/o Mylan Laboratories Inc., 1500 Corporate Drive, Canonsburg, Pennsylvania 15317 and (724) 514-1800.

ITEM 4. Terms of the Transaction.

          (a)(1)(i) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and in Section 1 (“Number of Shares; Purchase Price; Proration”) is incorporated herein by reference.

          (a)(1)(ii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet,” and “Introduction,” and in Section 1 (“Number of Shares; Purchase Price; Proration”), Section 5 (“Purchase of Shares and Payment of Purchase Price”) and Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

          (a)(1)(iii) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet,” and “Introduction,” and in Section 1 (“Number of Shares; Purchase Price; Proration”), Section 3 (“Procedures for Tendering Shares”) and Section 15 (“Extension of the Offer; Termination; Amendment”) is incorporated herein by reference.

          (a)(1)(iv) Not applicable.

          (a)(1)(v) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 15 (“Extension Of The Offer; Termination; Amendment”) is incorporated herein by reference.

          (a)(1)(vi) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 4 (“Withdrawal Rights”) is incorporated herein by reference.

          (a)(1)(vii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet,” and in Section 3 (“Procedures for Tendering Shares”) and Section 4 (“Withdrawal Rights”) is incorporated herein by reference.

          (a)(1)(viii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 5 (“Purchase of Shares and Payment of Purchase Price”) is incorporated herein by reference.

2

          (a)(1)(ix) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and in Section 5 (“Purchase of Shares and Payment of Purchase Price”) is incorporated herein by reference.

          (a)(1)(x) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) is incorporated herein by reference.

          (a)(1)(xi) Not applicable.

          (a)(1)(xii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet,” in Section 3 (“Procedures for Tendering Shares”) and Section 14 (“Certain U.S. Federal Income Tax Consequences”) is incorporated herein by reference.

          (a)(2)(i-vii) Not applicable.

          (b) The information set forth in the sections of the Offer to Purchase titled “Summary Term Sheet,” and “Introduction,” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) is incorporated herein by reference.

          Mylan has been advised that none of its affiliates intend to tender their shares of Common Stock in the offer.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.

          (e) The information set forth in Section 12 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

ITEM 6. Purposes of the Transaction and Plans or Proposals.

          (a) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) is incorporated herein by reference.

          (b) The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.

          (c)(1-10) The information set forth in the sections of the Offer to Purchase titled “Introduction,” and “Summary Term Sheet,” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”); Section 9 (“Source and Amount of Funds”); Section 11 (“Certain Information Concerning Mylan”) and Annex A (“Mylan Laboratories Inc. — Press Release dated June 14, 2005”) is incorporated herein by reference.

ITEM 7. Source and Amount of Funds or Other Consideration.

          (a), (b) and (d) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 9 (“Source and Amount of Funds”) is incorporated herein by reference.

ITEM 8. Interest in Securities of the Subject Company.

          (a) and (b) The information set forth in Section 12 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

          Except as described above, to the best of knowledge of the Company, no other persons specified in Instruction 1 to Item 1008(b) of Regulation M-A affected any transaction in the Common Stock during the past 60 days.

3

ITEM 9. Persons/ Assets, Retained, Employed, Compensated or Used.

          (a) The information set forth in the sections of the Offer to Purchase titled “Introduction,” in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) and Section 16 (“Fees and Expenses”) is incorporated herein by reference.

ITEM 10. Financial Statements.

          (a) The information set forth in Section 10 (“Certain Financial Information”) of the Offer to Purchase and the information set forth in Item 8 of the Company’s Annual Report on Form 10-K for the year ended March 31, 2005 is incorporated herein by reference.

          (b) and (c) The information set forth in Section 10 (“Certain Financial Information”) of the Offer to Purchase is incorporated herein by reference.

ITEM 11. Additional Information.

          (a)(1) The information set forth in Section 12 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

          (a)(2) The information set forth in Section 13 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.

          (a)(3) The information set forth in Section 13 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.

          (a)(4) The information set forth in Section 2 (“Purpose Of The Offer; Certain Effects Of The Offer”) of the Offer to Purchase is incorporated herein by reference.

          (a)(5) None.

          (b) The information set forth in the Offer to Purchase, the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, is incorporated herein by reference.

ITEM 12. Exhibits.

(a)(1)(A)	Offer to Purchase dated June 16, 2005.*
(a)(1)(B)	Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Shareholders, dated June 16, 2005.*
(a)(1)(E)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(G)	Form of Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan.*
(a)(5)(A)	Form of Summary Advertisement.*
(a)(5)(B)	Press Release issued by the registrant on June 16, 2005.*
(b)	Commitment Letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of June 13, 2005.*
(d)(1)	Rights Agreement dated as of August 22, 1996, between the registrant and American Stock Transfer & Trust Co., filed as Exhibit 4.1 to Form 8-K filed with the SEC on September 3, 1996, and incorporated herein by reference.

4

(d)(2)	Amendment to Rights Agreement dated as of November 8, 1999, between the registrant and American Stock Transfer & Trust Co., filed as Exhibit 1 to Form 8-A/A, filed with the SEC on March 31, 2000.
(d)(3)	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.
(d)(4)	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.
(d)(5)	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.
(d)(6)	Mylan Laboratories Inc. 1986 Incentive Stock Option Plan, as amended to date, filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31, 1993, and incorporated herein by reference.
(d)(7)	Mylan Laboratories Inc. 1997 Incentive Stock Option Plan, as amended to date, filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2002, and incorporated herein by reference.
(d)(8)	Mylan Laboratories Inc. 1992 Nonemployee Director Stock Option Plan, as amended to date, filed as Exhibit 10(l) to Form 10-K for the fiscal year ended March 31, 1998, and incorporated herein by reference.
(d)(9)	Mylan Laboratories Inc. 2003 Long-Term Incentive Plan, filed as Appendix A to Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 23, 2003, and incorporated herein by reference.
(d)(10)	Executive Employment Agreement dated July 22, 2002, between the registrant and Robert J. Coury, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.
(d)(11)	Amendment No. 1 to Executive Employment Agreement dated as of December 15, 2003, between the registrant and Robert J. Coury, filed as Exhibit 10.15(a) to Form 10-Q for the quarter ended December 31, 2003, and incorporated herein by reference.
(d)(12)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and Edward J. Borkowski, filed as Exhibit 10.27 to Form 10-Q/A for the quarter ended September 30, 2004 and incorporated herein by reference.
(d)(13)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and Louis J. DeBone, filed as Exhibit 10.28 to Form 10-Q/A for the quarter ended September 30, 2004 and incorporated herein by reference.
(d)(14)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and John P. O’Donnell, filed as Exhibit 10.29 to Form 8-K, filed with the SEC on December 3, 2004 and incorporated herein by reference.
(d)(15)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and Stuart A. Williams, filed as Exhibit 10.30 to Form 10-Q/A for the quarter ended September 30, 2004, and incorporated herein by reference.
(d)(16)	Form of Employment Agreement dated as of December 15, 2003, between the registrant and certain executive officers (other than named executive officers), filed as Exhibit 10.18 to Form 10-Q for the quarter ended December 31, 2003, and incorporated herein by reference.
(d)(17)	Penederm Incorporated Employee Stock Option Plan incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the Commission on October 5, 1998, File No. 333-65329.

5

(d)(18)	Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the Commission on October 5, 1998, File No. 333-65327.
(g)	Not applicable.
(h)	Not applicable.

*  Filed herewith.

ITEM 13. Information Required by Schedule 13E-3.

Not applicable.

6

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mylan Laboratories Inc.

By:  /s/ Edward J. Borkowski

Name: Edward J. Borkowski

Title: Chief Financial Officer

Date: June 16, 2005

7

INDEX TO EXHIBITS

Exhibit
Number	Document
(a)(1)(A)	Offer to Purchase dated June 16, 2005.*
(a)(1)(B)	Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Shareholders, dated June 16, 2005.*
(a)(1)(E)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
(a)(1)(G)	Form of Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan.*
(a)(5)(A)	Form of Summary Advertisement.*
(a)(5)(B)	Press Release issued by the registrant on June 16, 2005.*
(b)	Commitment Letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated as of June 13, 2005.*
(d)(1)	Rights Agreement dated as of August 22, 1996, between the registrant and American Stock Transfer & Trust Co., filed as Exhibit 4.1 to Form 8-K filed with the SEC on September 3, 1996, and incorporated herein by reference.
(d)(2)	Amendment to Rights Agreement dated as of November 8, 1999, between the registrant and American Stock Transfer & Trust Co., filed as Exhibit 1 to Form 8-A/A, filed with the SEC on March 31, 2000.
(d)(3)	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.
(d)(4)	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.
(d)(5)	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.
(d)(6)	Mylan Laboratories Inc. 1986 Incentive Stock Option Plan, as amended to date, filed as Exhibit 10(b) to Form 10-K for the fiscal year ended March 31, 1993, and incorporated herein by reference.
(d)(7)	Mylan Laboratories Inc. 1997 Incentive Stock Option Plan, as amended to date, filed as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2002, and incorporated herein by reference.
(d)(8)	Mylan Laboratories Inc. 1992 Nonemployee Director Stock Option Plan, as amended to date, filed as Exhibit 10(l) to Form 10-K for the fiscal year ended March 31, 1998, and incorporated herein by reference.
(d)(9)	Mylan Laboratories Inc. 2003 Long-Term Incentive Plan, filed as Appendix A to Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 23, 2003, and incorporated herein by reference.
(d)(10)	Executive Employment Agreement dated July 22, 2002, between the registrant and Robert J. Coury, filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2002, and incorporated herein by reference.
(d)(11)	Amendment No. 1 to Executive Employment Agreement dated as of December 15, 2003, between the registrant and Robert J. Coury, filed as Exhibit 10.15(a) to Form 10-Q for the quarter ended December 31, 2003, and incorporated herein by reference.

8

Exhibit
Number	Document
(d)(12)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and Edward J. Borkowski, filed as Exhibit 10.27 to Form 10-Q/A for the quarter ended September 30, 2004 and incorporated herein by reference.
(d)(13)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and Louis J. DeBone, filed as Exhibit 10.28 to Form 10-Q/A for the quarter ended September 30, 2004 and incorporated herein by reference.
(d)(14)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and John P. O’Donnell, filed as Exhibit 10.29 to Form 8-K, filed with the SEC on December 3, 2004 and incorporated herein by reference.
(d)(15)	Executive Employment Agreement dated as of July 1, 2004, between the registrant and Stuart A. Williams, filed as Exhibit 10.30 to Form 10-Q/A for the quarter ended September 30, 2004, and incorporated herein by reference.
(d)(16)	Form of Employment Agreement dated as of December 15, 2003, between the registrant and certain executive officers (other than named executive officers), filed as Exhibit 10.18 to Form 10-Q for the quarter ended December 31, 2003, and incorporated herein by reference.
(d)(17)	Penederm Incorporated Employee Stock Option Plan incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the Commission on October 5, 1998, File No. 333-65329.
(d)(18)	Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8, filed with the Commission on October 5, 1998, File No. 333-65327.
(g)	Not applicable.
(h)	Not applicable.

*  Filed herewith.

9 EX-99.A.1.A 2 y09827exv99waw1wa.htm EX-99.A.1.A: OFFER TO PURCHASE

Exhibit (a)(1)(A)

MYLAN LABORATORIES INC.

OFFER TO PURCHASE FOR CASH

UP TO 48,780,487 SHARES OF ITS COMMON STOCK

(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

AT A PURCHASE PRICE NOT GREATER THAN $20.50

NOR LESS THAN $18.00 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON FRIDAY, JULY 15, 2005

UNLESS THE OFFER IS EXTENDED

          Mylan Laboratories Inc. (“Mylan” or the “Company”) hereby offers to purchase up to 48,780,487 shares of its common stock, par value $0.50 per share (the “Shares”), at a purchase price of not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). We will select the lowest price per Share (the “Purchase Price”) that will allow us to purchase 48,780,487 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares acquired in the Offer will be acquired at the same price regardless of whether the shareholder tendered at a lower price. However, because of the proration and conditional tender provisions described in this Offer to Purchase, all of the Shares tendered at or below the Purchase Price may not be purchased if more than the number of Shares we seek are properly tendered. Shares tendered but not purchased in the Offer will be returned to the tendering shareholders at our expense promptly after the expiration of the Offer. See Section 1.

          Only Shares properly tendered at prices at or below the Purchase Price we select, and not properly withdrawn, will be purchased. Shares not purchased in the Offer will be returned promptly following the Expiration Date (as defined in Section 1). See Section 3.

          Our intent is to purchase up to $1.0 billion of our Shares in the Offer. In the event the Purchase Price is less than the maximum purchase price of $20.50 per Share and more than 48,780,487 Shares are tendered in the Offer at or below the Purchase Price, we intend to exercise our right to purchase up to an additional 2% of our outstanding Shares without extending the Offer, so that we repurchase up to $1.0 billion of our Shares. By way of example, if the Purchase Price is the minimum purchase price of $18.00 per Share, we intend to purchase up to an additional 5,388,977 of Shares to the extent tendered in the Offer. We also expressly reserve the right, in our sole discretion, to purchase additional Shares, subject to applicable law. See Sections 1 and 15.

          Unless the context requires otherwise, all references to Shares shall include the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 22, 1996, between Mylan and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004. All Shares tendered and purchased will include such associated preferred stock purchase rights.

          The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including obtaining financing prior to the expiration of the Offer pursuant to the terms and conditions contained in the Commitment Letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated and on terms reasonably

satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer. See Sections 5, 7 and 9.

          The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “MYL.” On June 13, 2005 the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $17.70 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. See Sections 8 and 10.

          OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS, THE DEALER MANAGER, INFORMATION AGENT OR DEPOSITARY ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE OFFER. SEE SECTION 2. YOU SHOULD DISCUSS WHETHER TO TENDER YOUR SHARES WITH YOUR BROKER, IF ANY, OR OTHER FINANCIAL ADVISOR.

          OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED THE COMPANY THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 12.

          Questions and requests for assistance may be directed to Morrow & Co., our Information Agent, and Merrill Lynch & Co., our Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase. You may request additional copies of this Offer to Purchase and other Offer documents from the Information Agent at the telephone number and address on the back cover of this Offer to Purchase.

The Dealer Manager for the Offer is:

Merrill Lynch & Co.

June 16, 2005

IMPORTANT

          If you want to tender all or part of your Shares, you must do one of the following before the Offer expires:

• if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you;

• if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your Shares and any other documents required by the Letter of Transmittal, to American Stock Transfer & Trust Company, the Depositary for the Offer;

• if you are an institution participating in The Depository Trust Company, tender your Shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase;

• if you are a participant in our Profit Sharing 401(k) Plan and you wish to tender any of your Shares held in such plan, you must follow the separate instructions and procedures described in Section 3 of this Offer to Purchase and you must review the separate materials related to our Profit Sharing 401(k) Plan enclosed with this Offer to Purchase for instructions; or

• if you are a holder of vested options, you may exercise your vested options and tender any of the Shares issued upon exercise.

          If you want to tender your Shares but your certificates for the Shares are not immediately available or cannot be delivered to the Depositary within the required time or you cannot comply with the procedure for book-entry transfer, or your other required documents cannot be delivered to the Depositary by the expiration of the Offer, you may still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3 of this Offer to Purchase.

          If you wish to maximize the chance that your Shares will be purchased by us, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer”. Note that this election could result in your Shares being purchased at the minimum price of $18.00 per Share. See Section 3.

          TO TENDER SHARES PROPERLY, OTHER THAN SHARES REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, OR SHARES HELD IN THE NAME OF OUR PROFIT SHARING PLAN, YOU MUST PROPERLY COMPLETE AND DULY EXECUTE THE LETTER OF TRANSMITTAL INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH YOU ARE TENDERING YOUR SHARES.

          We are not making the Offer to, and will not accept any tendered Shares from, shareholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to shareholders in any such jurisdiction.

          WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES IN THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US OR THE DEALER MANAGER.

TABLE OF CONTENTS

Section		Page
SUMMARY TERM SHEET			i
FORWARD-LOOKING STATEMENTS			viii
INTRODUCTION			1
THE OFFER			4
1.	Number of Shares; Purchase Price; Proration		4
2.	Purpose of the Offer; Certain Effects of the Offer		6
3.	Procedures for Tendering Shares		9
4.	Withdrawal Rights		14
5.	Purchase of Shares and Payment of Purchase Price		14
6.	Conditional Tender of Shares		15
7.	Conditions of the Offer		16
8.	Price Range of Shares; Dividends		18
9.	Source and Amount of Funds		18
10.	Certain Financial Information		20
11.	Certain Information Concerning Mylan		22
12.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares		24
13.	Certain Legal Matters; Regulatory Approvals		26
14.	Certain U.S. Federal Income Tax Consequences		26
15.	Extension of the Offer; Termination; Amendment		28
16.	Fees and Expenses		29
17.	Miscellaneous		29
Annex A			A-1

SUMMARY TERM SHEET

          This summary term sheet highlights the most important information from this Offer to Purchase. To understand the Offer fully and for a more complete description of the terms of the Offer, you should read carefully this entire Offer to Purchase, the Letter of Transmittal and the other documents that constitute part of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete description of the topics in this summary.

Who is offering to purchase Shares?

• Mylan

What is the purpose of the Offer?

• Our Board of Directors has spent a great deal of time analyzing the Company’s business, the sector and the opportunities and challenges ahead and has determined that the Offer and the planned follow-on share repurchase program in the open market or otherwise properly create the right balance between doing what is right for our business and delivering value to our shareholders. The Board believes that incurring debt and using a portion of our existing cash reserves to fund the Offer is a prudent use of the Company’s financial resources and an effective means of providing value to the Company’s shareholders, and provides an efficient capital structure that provides us with flexibility to take advantage of future opportunities. See Section 2.

• In particular, we believe the Offer will provide shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of capital if they so elect, without potential disruption to the Share price and the usual transaction costs associated with market sales. The Offer also affords shareholders the option not to participate and, thereby, to increase their percentage ownership in Mylan and benefit from the enhanced earnings per Share from both our existing business and any new opportunities which we are able to successfully add to our existing business base as well as our increased dividend. See Section 2. On June 13, 2005 our Board approved a 100% increase of the quarterly dividend from 3.0 cents to 6.0 cents per Share, starting in the quarter ending on June 30, 2005.

• At the same time, we believe that the purchase of Shares pursuant to the Offer represents an attractive investment for the Company, which should not interfere with our ability to maintain the financial flexibility we need to continue to execute our strategy, while complying with the applicable financial covenants. See Section 2.

How many Shares is Mylan offering to purchase?

• We are offering to purchase up to 48,780,487 Shares that shareholders properly tender in the Offer or such lesser number of Shares as are properly tendered and not properly withdrawn. The 48,780,487 Shares represent approximately 18% of our outstanding common stock as of June 14, 2005. See Sections 1 and 2.

• If more than 48,780,487 Shares are properly tendered, all Shares tendered at or below the Purchase Price will be purchased on a pro rata basis. The Offer is not conditioned on any minimum number of Shares being tendered by shareholders. See Section 1.

• Our intent is to purchase up to $1.0 billion of our Shares in the Offer. In the event the final purchase price is less than the maximum price of $20.50 per Share and more than 48,780,487 Shares are tendered in the Offer at or below the purchase price, we intend to exercise our right to purchase up to an additional 2% of our outstanding Shares without extending the Offer so that we repurchase up to $1.0 billion of our Shares. By way of example, if the final purchase price is the minimum purchase price of $18.00, we intend to purchase up to an additional 5,388,977 of our outstanding Shares to the extent tendered in

i

the Offer. We also expressly reserve the right, in our sole discretion, to purchase additional Shares subject to applicable legal requirements. See Section 1.

What will be the purchase price for the Shares and what will be the form of payment?

• We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $18.00 to $20.50 per Share. See Section 1.

• We will select the lowest price per Share (the “Purchase Price”) that will allow us to buy 48,780,487 Shares or, if a lesser number of Shares are properly tendered, all Shares that are properly tendered and not properly withdrawn. For purposes of determining the Purchase Price, those Shares that are tendered by shareholders agreeing to accept the Purchase Price determined in the Offer, as described below, will be deemed to be tendered at the minimum price of $18.00. See Section 1.

• All Shares that we purchase will be purchased at the Purchase Price, even if you have selected a lower price, but we will not purchase any Shares above the Purchase Price we determine. If you wish to maximize the chance that your Shares will be purchased, you should check the box in the section on the Letter of Transmittal indicating that you will accept the Purchase Price we determine. You should understand that this election could result in your Shares being purchased at the minimum price of $18.00 per Share. See Section 1.

• If your Shares are purchased in the Offer, you will be paid the Purchase Price, in cash, without interest, promptly after the Expiration Date (as defined in Section 1). Under no circumstances will we pay interest on the Purchase Price, including but not limited to, by reason of any delay in making payment. See Sections 1 and 5.

What are the “associated preferred stock purchase rights”?

• Each time we issue a Share, we issue to the holder of the Share one preferred stock purchase right pursuant to the Rights Agreement, dated as of August 22, 1996, between us and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004, which is incorporated by reference as an exhibit to our Issuer Tender Offer Statement on Schedule TO. These associated preferred stock purchase rights are not represented by separate certificates. Instead, they are evidenced by certificates of shares of common stock and they automatically trade with the associated common stock. Unless the context otherwise requires, all references to Shares include the associated preferred stock purchase rights and a tender of Shares will include a tender of the associated preferred stock purchase rights. See Section 1. The Rights Agreement provides that no Person shall become an “Acquiring Person” under the Rights Agreement as the result of an acquisition of Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such person, together with all affiliates and associates of such Person, to 10% or more of the Shares of the Company then outstanding. However, if a person, together with all affiliates and associates of such person, becomes the beneficial owner of 10% or more of the Shares of the Company then outstanding by reason of share purchases by the Company and, after such share purchases by the Company, becomes the beneficial owner of any additional Shares of the Company, then such person shall be deemed to be an “Acquiring Person” under the Rights Agreement.

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How will Mylan pay for the Shares?

• We will need a maximum of approximately $1.0 billion to purchase 48,780,487 Shares, assuming the price paid per Share is $20.50. We anticipate that we will obtain the funds necessary to purchase Shares tendered in the Offer by borrowing approximately $775 million pursuant to the terms and conditions of the Commitment Letter described in Section 9 and using existing cash reserves to fund the remainder of the purchase. At the time of the Offer, except as otherwise described herein, the Company does not have any alternative financing arrangements or plans in the event these sources do not provide the funds necessary to fund the Offer. See Section 9.

Can the Offer be extended, amended or terminated and, if so, under what circumstances?

• We can extend or amend the Offer in our sole discretion. If we extend the Offer, we will delay the acceptance of any Shares that have been tendered. We can also terminate the Offer under certain circumstances. See Sections 7 and 15.

How will I be notified if the Offer is extended or amended?

• If the Offer is extended, we will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We will announce any amendment to the Offer by making a public announcement of the amendment. See Section 15.

How long do I have to tender my Shares?

• You may tender your Shares until the Offer expires. The Offer will expire on Friday, July 15, 2005, at 5:00 p.m., New York City time, unless we extend the Offer. We may choose to extend the Offer in our sole discretion at any time. We cannot assure you, however, that we will extend the Offer or, if we extend it, for how long. See “Introduction” and Sections 1 and 15.

• If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely that it has an earlier deadline for accepting the Offer. You have an earlier deadline if you wish to tender Shares held in the Mylan Laboratories Inc. Profit Sharing 401(k) Plan. See the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent separately to each participant of such plan. See Section 3.

How will the Offer affect the number of Shares outstanding and the number of record holders of the Company?

• As of June 14, 2005, we had 269,448,868 issued and outstanding Shares. The 48,780,487 Shares that we are offering to purchase pursuant to the Offer represent approximately 18% of our outstanding Shares as of June 14, 2005. If the Offer is fully subscribed, then we will have 220,668,381 Shares outstanding following the purchase of Shares tendered in the Offer. If we exercise our right to purchase up to an additional 2% of our outstanding Shares, then we could have as few as 215,279,404 Shares outstanding following the purchase of the Shares tendered in the Offer. The actual number of Shares outstanding will depend on the number of Shares tendered and purchased in the Offer. See Section 2.

• To the extent any of our shareholders tender their Shares in full and that tender is accepted in full, the number of our record holders would be reduced. See “Introduction” and Section 2.

• Shareholders who do not have their Shares purchased in the Offer will realize a proportionate increase in their relative ownership interest in the Company. See Section 2.

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Are there any conditions to the Offer?

• Our obligation to purchase Shares tendered depends upon a number of conditions, including:

• Financing shall have been obtained prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letter described in Section 9 and on terms reasonably satisfactory to us, which will be sufficient to purchase the Shares pursuant to the Offer, and pay related fees and expenses;

• No legal action shall have been threatened, pending or taken that challenges or affects the Offer or materially and adversely affects our business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impairs the contemplated future conduct of our business or our ability to purchase up to 48,780,487 Shares in the Offer;

• No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred;

• No changes in the general political, market, economic or financial conditions in the United States or abroad that could adversely affect our business, condition (financial or otherwise), income, operations or prospects, or otherwise materially impair the contemplated future conduct of our business shall have occurred;

• No commencement or escalation of war, armed hostilities or other international or national calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States, shall have occurred;

• No decrease of more than 15% in the market price for the Shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on June 13, 2005 shall have occurred;

• No person shall have commenced a tender or exchange offer (other than this Offer), merger, business combination or other similar transaction involving us nor shall we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or other similar transaction, other than in the ordinary course of business;

• No person (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding Shares (other than anyone who publicly disclosed such ownership in a filing with the Securities and Exchange Commission (the “SEC”) on or before June 15, 2005). No person or group which has made such a filing on or before June 15, 2005 shall acquire or propose to acquire an additional 2% or more of our outstanding Shares. In addition, no new group shall have been formed that beneficially owns more than 5% of our outstanding Shares; and

• No material adverse change in our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, shall have occurred or been threatened.

• The Offer is subject to a number of other conditions described in greater detail in Section 7.

The foregoing addresses the conditions under which we are not obligated to complete the Offer.

iv

How do I tender my Shares?

• If you hold your Shares in your own name as a holder of record and decide to tender your Shares, you must:

• deliver your Shares by mail or physical delivery and deliver a completed and signed Letter of Transmittal or an Agent’s Message to the Depositary before 5:00 p.m., New York City time, on Friday, July 15, 2005, or such later time and date to which we may extend the Offer; or

• if certificates for your Shares are not immediately available for delivery to the Depositary, comply with the guaranteed delivery procedure described in Section 3 before 5:00 p.m., New York City time, on Friday, July 15, 2005, or such later time and date to which we may extend the Offer. See Section 3.

• If you hold your Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee (i.e. in “street name”), you must contact your broker or other nominee if you wish to tender your Shares. See Section 3 and the instructions to the Letter of Transmittal.

• If you wish to maximize the chance that your Shares will be purchased by us, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer”. Note that this election could result in your Shares being purchased at the minimum price of $18.00 per Share. See Section 3.

• You may contact the Information Agent, the Dealer Manager or your broker for assistance. The contact information for the Information Agent and Dealer Manager is on the back cover page of this Offer to Purchase. See Section 3 and the instructions to the Letter of Transmittal.

How do participants in our Profit Sharing Plan participate in the Offer?

• Participants in our Profit Sharing 401(k) Plan may not use the Letter of Transmittal to direct the tender of their Shares in such plan, but instead must follow the separate instructions related to those Shares in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent to participants in the plan along with this Offer to Purchase. If you are a participant in the plan and wish to have the trustee tender some or all Shares held in the plan, you must complete, execute and return the separate direction form included in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan.” See Section 3.

How do holders of vested stock options for Shares participate in the Offer?

• If you hold vested but unexercised options, you may exercise such options in accordance with the terms of the applicable stock option plans and your awards and tender the Shares received upon such exercise in accordance with this Offer. See Instruction 13 to the Letter of Transmittal. You should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to you, based on your stock option exercise prices, the date of your stock option grants and the years left to exercise your options, the range of tender prices and the provisions for pro rata purchases by Mylan described in Section 1. We strongly encourage you to discuss the Offer with your tax advisor or broker.

Until what time can I withdraw previously tendered Shares?

• You may withdraw your tendered Shares at any time before 5:00 p.m., New York City time, on Friday, July 15, 2005, or such later time and date to which we may extend the Offer. In addition, unless we have already accepted your tendered Shares for payment, you may

v

withdraw your tendered Shares at any time after 5:00 p.m., New York City time on August 12, 2005. See Section 4.

How do I withdraw Shares previously tendered?

• You must deliver on a timely basis a written or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of such shares. Some additional requirements apply if the certificates for Shares to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. Participants in our Profit Sharing 401(k) Plan who wish to withdraw their Shares must follow the instructions found in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent separately to each participant of such Plan. See Section 4.

In what order will tendered Shares be purchased? Will tendered Shares be prorated?

• First, we will purchase Shares from all shareholders who properly tender Shares at or below the Purchase Price selected by us. If the Offer is over-subscribed, we will purchase tendered Shares on a pro rata basis with appropriate adjustments to avoid the purchase of fractional shares, subject to the conditional tender provisions described in Section 6; and

• Second, if necessary to permit us to purchase 48,780,487 Shares (or such greater number of Shares as we may elect to purchase, subject to applicable law), we will purchase Shares from holders who have tendered Shares at or below the purchase price selected by us subject to the condition that a specified minimum number of the holder’s Shares (including all) or none be purchased if any of the holder’s Shares are purchased in the Offer (for which the condition was not initially satisfied), by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the expiration of the Offer. See Sections 1 and 6.

• Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the purchase price. See Section 1.

Has Mylan or its Board of Directors adopted a position on the Offer?

• Our Board of Directors has approved the Offer. However, neither we nor our Board of Directors, the Dealer Manager, Information Agent or Depositary make any recommendation to you as to whether you should tender or refrain from tendering your Shares or as to the price or prices at which you may choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which your Shares should be tendered. In doing so, you should read carefully the information in this Offer to Purchase and in the related Letter of Transmittal.

Will Mylan’s directors and officers tender Shares in the Offer?

• Our directors and executive officers have advised the Company that they do not intend to tender Shares pursuant to the Offer. See Section 12.

What will happen if I do not tender my Shares?

• Shareholders who choose not to tender will own a greater percentage ownership in our outstanding Shares following the consummation of the Offer. See Section 2.

vi

When and how will Mylan pay for the Shares I tender that are accepted for purchase?

• We will pay the Purchase Price, without interest, for the Shares we purchase promptly after the expiration of the Offer and the acceptance of the Shares for payment. We will pay for the Shares accepted for purchase by depositing the aggregate Purchase Price with the Depositary promptly after the expiration of the Offer. The Depositary will act as your agent and will transmit to you the payment for all of your Shares accepted for payment. See Section 5.

What is the recent market price for the Shares?

• On June 13, 2005, the last full trading day before announcement of the Offer, the last reported sale price on the NYSE was $17.70 per Share. You are urged to obtain current market quotations for the Shares before deciding whether to tender your Shares. See Section 8.

Will I have to pay brokerage fees and commissions if I tender my Shares?

• If you are a holder of record of your Shares or hold your Shares through our Profit Sharing 401(k) Plan and you tender your Shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your Shares through a broker, bank or other nominee and your broker tenders Shares on your behalf, your broker may charge you a fee for doing so. We urge you to consult your broker or nominee to determine whether any charges will apply. See Section 5.

What are the United States federal income tax consequences if I tender my Shares?

• The receipt of cash for your tendered Shares will generally be treated for United States federal income tax purposes either as (a) a sale or exchange eligible for capital gain or loss treatment or (b) a dividend. See Section 14. The payment of cash for a foreign shareholder’s tendered Shares will be subject to United States federal income tax withholding. See Section 3.

Will I have to pay stock transfer tax if I tender my Shares?

• If you instruct the Depositary in the Letter of Transmittal to make the payment for the Shares to the registered holder, you will not incur any domestic stock transfer tax. See Section 5.

Who do I contact if I have questions about the Offer?

• For additional information or assistance, you may contact Morrow & Co., Inc., our Information Agent, or Merrill Lynch & Co., our Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase. You may request additional copies of the Offer to Purchase, the Letter of Transmittal and other Offer documents from the Information Agent at the telephone number and address on the back cover of the Offer to Purchase. Participants in our Profit Sharing 401(k) Plan who have questions relating to the plan should contact the relevant party set forth in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent separately to each participant of such plan.

vii

FORWARD-LOOKING STATEMENTS

          This Offer to Purchase and the documents incorporated by reference in this Offer to Purchase may contain “forward-looking statements”. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “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 following:

• The number of Shares tendered and the Purchase Price at which the Company determines to purchase Shares in the Offer;

• Availability and cost of adequate financing on terms reasonably acceptable to the Company, including the ability of the Company to borrow approximately $775 million pursuant to the terms and conditions of the Commitment Letter and on terms reasonably satisfactory to us;

• The ability to achieve operating and financial targets;

• The highly competitive nature of the pharmaceutical industry;

• The ability to attract and retain qualified management and personnel;

• Potential liabilities and other claims that may be asserted against the Company;

• Fluctuations in the market value of the Company’s common stock;

• Changes in accounting practices;

• Changes in general economic conditions;

• The availability and terms of capital to fund the expansion of the Company’s business;

• Changes in business strategy or development plans;

• Delays in supply of the raw materials used for our products;

• The outcome of the Company’s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures;

• Changes in Federal, state or local regulations affecting the pharmaceutical industry; and

• Other risk factors detailed in the Company’s filings previously filed with the SEC.

          In addition, please refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2005, for a more detailed discussion of these risks and uncertainties and other factors. We undertake no obligation to make any revision to the forward-looking statements contained in this Offer to Purchase, the accompanying Letter of Transmittal or in any document incorporated by reference into this Offer to Purchase or to update them to reflect events or circumstances occurring after the date of this Offer to Purchase.

viii

INTRODUCTION

To the Holders of

our Common Stock:

          Mylan Laboratories Inc. (“Mylan” or the “Company”) hereby offers to purchase up to 48,780,487 shares of its common stock, par value $0.50 per share (the “Shares”), or such lesser number of Shares as are properly tendered and not properly withdrawn at a purchase price not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest. Mylan will select the lowest price (the “Purchase Price”) that will allow Mylan to buy 48,780,487 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares acquired in the Offer will be acquired at the same price regardless of whether the shareholder tendered at a lower price.

          Mylan’s Offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the Offer.

          Our intent is to purchase up to $1.0 billion of our Shares in the Offer. In the event the Purchase Price is less than the maximum price of $20.50 per Share and more than 48,780,487 Shares are tendered in the Offer at or below the Purchase Price, we intend to exercise our right to purchase up to an additional 2% of our outstanding Shares without extending the Offer so that we repurchase up to $1.0 billion of the Shares. By way of example, if the Purchase Price is the minimum purchase price of $18.00 per Share, we intend to purchase up to an additional 5,388,977 of our outstanding Shares to the extent tendered in the Offer. Such a purchase of additional Shares will not require us to extend the Offer. If we exercise our right to purchase up to an additional 2% of our outstanding Shares, then we could have as few as 215,279,404 Shares outstanding following the purchase of the Shares tendered in the Offer. We also expressly reserve the right, in our sole discretion, to purchase additional Shares subject to applicable legal requirements.

          Only Shares properly tendered at prices at or below the Purchase Price we select, and not properly withdrawn, will be purchased. However, because of the proration and conditional tender provisions described in this Offer to Purchase, all of the Shares tendered at or below the Purchase Price selected by Mylan will not be purchased if more than the number of Shares we seek are tendered. We will return any Shares tendered at prices in excess of the Purchase Price we select and Shares we do not purchase because of proration or conditional tenders promptly following the Expiration Date. See Section 3.

          Shareholders must complete the section of the Letter of Transmittal relating to the price at which they are tendering Shares in order to properly tender Shares.

          The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letter and on terms reasonably satisfactory to us, which, with existing cash reserves, will be sufficient to purchase the Shares pursuant to the Offer. See Sections 7 and 9.

          OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS, THE DEALER MANAGER, INFORMATION AGENT OR DEPOSITARY ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE OFFER. SEE SECTION 2. YOU SHOULD DISCUSS WHETHER TO TENDER YOUR SHARES WITH YOUR BROKER, IF ANY, OR OTHER FINANCIAL ADVISOR.

1

          OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED THE COMPANY THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 12.

          If at the expiration of the Offer more than 48,780,487 Shares (or a greater number of Shares as Mylan may elect to purchase) are properly tendered and not properly withdrawn, we will buy Shares:

• First, on a pro rata basis from all shareholders who properly tender Shares, subject to any conditional tenders and appropriate adjustments to avoid the purchase of fractional Shares; and

• Second, if necessary to permit us to purchase 48,780,487 Shares (or such greater number of Shares as we may elect to purchase, subject to applicable law) from holders who have tendered Shares at or below the Purchase Price selected by us subject to the condition that a specified minimum number of the holder’s Shares be purchased if any of the holder’s Shares are purchased in the Offer (for which the condition was not initially satisfied), by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the expiration of the Offer.

• Therefore, we may not purchase all of the Shares tendered pursuant to the Offer even if the Shares are tendered at or below the Purchase Price.

          The Purchase Price will be paid net to the tendering shareholders in cash, without interest, for all Shares purchased. Tendering shareholders who hold Shares registered in their own name and who tender their Shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 to the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Mylan in the Offer. Shareholders holding Shares in a brokerage account or otherwise through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult their brokers or such other nominees to determine whether transaction costs may apply if shareholders tender Shares through such nominees and not directly to the Depositary. See Sections 3 and 14 regarding certain tax consequences of the Offer.

          Also, any tendering shareholder or other payee who fails to complete, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal (or such other Internal Revenue Service form as may be applicable) may be subject to United States federal income tax backup withholding of 28% of the gross proceeds paid to the United States holder or other payee pursuant to the Offer, unless such holder establishes that such holder is within the class of persons that is exempt from backup withholding, such as all corporations. See Section 3. Also see Section 14 regarding certain federal income tax consequences of the Offer.

          Participants in our Profit Sharing 401(k) Plan may not use the Letter of Transmittal to direct the tender of their Shares held in the plan, but instead must follow the separate instructions related to those Shares. Participants in the plan may instruct the trustee of the plan as set forth in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” to tender some or all of the Shares attributed to the participant’s account. If a participant’s instructions are not received by 12:00 Midnight, New York City time, on Thursday July 14, 2005, the trustee will not tender Shares attributable to the participant’s account. See Section 3.

          In addition, holders of vested but unexercised options outstanding under our 2003 Long-Term Incentive Plan, 1997 Incentive Stock Option Plan, 1992 Nonemployee Director Stock Option Plan, 1986 Incentive Stock Option Plan, Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan, and Penederm Incorporated Employee Stock Option Plan (collectively, the “Stock Option Plans”) may exercise such options and tender some or all of the Shares issued upon such exercise. Holders of restricted stock may not tender those Shares because of the restrictions imposed on such Shares by the relevant Stock Option Plan and award agreement unless such restrictions have lapsed. See Section 3 and

2

Instruction 13 to the Letter of Transmittal and see Section 11 for more information on the Stock Option Plans generally.

          Shareholders who are participants in employee benefit plans not affiliated with us that hold Mylan Shares may tender some or all of such Shares as provided herein generally, subject to the provisions of such plans. See Section 3.

          We will pay all fees and expenses incurred in connection with the Offer by American Stock Transfer & Trust Company, the Depositary for the Offer, Merrill Lynch & Co., our Dealer Manager, and Morrow & Co., Inc., the Information Agent for the Offer. See Section 16.

          As of June 14, 2005, we had 269,448,868 issued and outstanding Shares. The 48,780,487 Shares that we are offering to purchase pursuant to the Offer represent approximately 18% of our Shares outstanding on June 14, 2005. To the extent any of our shareholders tender their Shares in full and that tender is accepted in full, the number of our record holders would be reduced.

          The Shares are listed and traded on the NYSE under the symbol “MYL.” On June 13, 2005, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares was $17.70 per Share. Shareholders are urged to obtain current market quotations for the Shares prior to making their decision whether or not to tender pursuant to the Offer. See Sections 8 and 10.

3

THE OFFER

1. Number of Shares; Purchase Price; Proration.

          Upon the terms and subject to the conditions of the Offer, we will purchase up to 48,780,487 Shares, including the associated preferred stock purchase rights, properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date, as defined below, at a price not greater than $20.50 and not less than $18.00 per Share, net to the seller in cash, without interest.

          The term “Expiration Date” means 5:00 p.m., New York City time, on Friday, July 15, 2005. Mylan may, in its sole discretion, extend the period of time during which the Offer will remain open. In the event of an extension, the term “Expiration Date” will refer to the latest time and date at which the Offer, as extended by Mylan, will expire. See Section 15 for a description of the Company’s right to extend, delay, terminate or amend the Offer.

          In accordance with Instruction 5 to the Letter of Transmittal, shareholders desiring to tender Shares must either (1) specify that they are willing to sell their Shares to us at the price determined in the Offer, or (2) specify the price, not greater than $20.50 nor less than $18.00 per Share (in multiples of $0.25), at which they are willing to sell their Shares to us in the Offer. Promptly following the Expiration Date, we will, upon the terms and subject to the conditions of the Offer, determine a single per Share purchase price that we will pay for Shares properly tendered and not properly withdrawn pursuant to the Offer, taking into account the number of Shares tendered and the prices. We will select the lowest price specified by shareholders (the “Purchase Price”) that will allow us to buy 48,780,487 Shares or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares purchased in the Offer will be purchased at the same Purchase Price. If tendering shareholders wish to maximize the chance that their Shares will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer”. Note that this election could result in the tendered Shares being purchased at the minimum price of $18.00 per Share.

          In the event the Purchase Price is less than the maximum price of $20.50 per Share and more than 48,780,487 Shares are tendered in the Offer at or below the Purchase Price, we intend to exercise our right to purchase up to an additional 2% of our outstanding Shares without extending the Offer so that we repurchase up to $1.0 billion of our Shares. By way of example, if the Purchase Price is the minimum purchase price of $18.00 per Share, we intend to purchase up to an additional 5,388,977 of our outstanding Shares to the extent tendered in the Offer. Such a purchase of additional Shares will not require us to extend the Offer. If we exercise our right to purchase up to an additional 2% of our outstanding Shares, then we could have as few as 215,279,404 Shares outstanding of the Shares following the purchase of the Shares tendered in the Offer. We also expressly reserve the right, in our sole discretion, to purchase additional Shares subject to applicable legal requirements. See Section 15.

          As described in greater detail below, if the Offer is over-subscribed, Shares tendered at or below the Purchase Price will be subject to proration, including Shares tendered by Odd Lot Holders (as hereinafter defined).

          Only Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased. However, because of the proration and conditional tender provisions of the Offer, all of the Shares tendered at or below the Purchase Price will not be purchased if more than the number of Shares we seek are properly tendered. All Shares tendered and not purchased in the Offer, including Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tenders, will be returned to the tendering shareholders at our expense promptly following the Expiration Date.

          If we (1) increase the price that may be paid for Shares above $20.50 per Share or decrease the price that may be paid for Shares below $18.00 per Share, (2) increase the Dealer Manager’s fee, (3) increase the number of Shares that we may purchase in the Offer by more than 2% of our outstanding Shares, or (4) decrease the number of Shares that we may purchase in the Offer, then the Offer must

4

remain open for at least 10 business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 15.

          The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions, including obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letter described in Section 9 and on terms reasonably satisfactory to us, which, with existing cash reserves, will be sufficient to purchase the Shares pursuant to the Offer. See Sections 7 and 9.

          Priority of Purchases. If more than 48,780,487 Shares (or a greater number of Shares as we may elect to purchase subject to applicable law) have been properly tendered and not properly withdrawn before the Expiration Date, we will purchase properly tendered Shares on the basis set forth below:

• First, subject to the conditional tender provisions described in Section 6, we will purchase all Shares properly tendered and not properly withdrawn. If the Offer is over subscribed, we will purchase tendered Shares on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, as described below.

• Second, if necessary to permit us to purchase 48,780,487 Shares (or such greater number of Shares as we may elect to purchase subject to applicable law), Shares conditionally tendered (for which the condition was not initially satisfied) at or below the Purchase Price selected by us and not properly withdrawn prior to the Expiration Date, will, to the extent feasible, be selected for purchase by random lot. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

          Odd Lots. The term “Odd Lots” means all Shares tendered by any person (an “Odd Lot Holder”) who owned beneficially or of record an aggregate of fewer than 100 Shares. Odd Lots will be accepted for payment at the same time as other tendered Shares and will be subject to proration if the Offer is oversubscribed.

          Proration. If proration of tendered Shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each shareholder tendering Shares (including Odd Lot Holders) will be based on the ratio of the number of Shares tendered by the shareholder to the total number of Shares tendered by all shareholders, including Odd Lot Holders, subject to conditional tenders. Because of the difficulty in determining the number of Shares properly tendered and not properly withdrawn, and because of the conditional tender procedure described in Section 6, we do not expect that we will be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until approximately three business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. Shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

          As described in Section 14, the number of Shares that we will purchase from a shareholder pursuant to the Offer may affect the U.S. federal income tax consequences to the shareholder of the purchase and, therefore, may be relevant to a shareholder’s decision whether or not to tender Shares. The Letter of Transmittal affords each shareholder who tenders Shares registered in such shareholder’s name directly to the Depositary the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration as well as the ability to condition such tender on a minimum number of Shares being purchased. See Section 6.

          This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the Shares and will be furnished to brokers, dealers and other nominee shareholders and similar persons whose names, or the names of whose nominees, appear on Mylan’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

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2. Purpose of the Offer; Certain Effects of the Offer.

          Mylan intends to purchase up to 48,780,487 Shares in the Offer, representing approximately 18% of its common stock outstanding as of June 14, 2005. Our Board of Directors has spent a great deal of time analyzing the Company’s business, the sector and the opportunities and challenges ahead and has determined that the Offer and the planned follow-on share repurchase program in the open market or otherwise properly create the right balance between doing what is right for our business and delivering value to our shareholders. The Board of Directors also considered risks and uncertainties, including the potential for positive and negative developments relating to our business. The Board believes that incurring debt and using a portion of our existing cash reserves to fund the Offer is a prudent use of the Company’s financial resources and an effective means of providing value to the Company’s shareholders, and provides an efficient capital structure that provides us with flexibility to take advantage of future opportunities.

          In particular, we believe the Offer will provide shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of capital if they so elect, without potential disruption to the Share price and the usual transaction costs associated with market sales. The Offer also affords shareholders the option not to participate and, thereby, to increase their percentage ownership in Mylan and benefit from the enhanced earnings per Share from both its existing business and any new opportunities which we are able to successfully add to our existing business base as well as our increased dividend. On June 13, 2005 our Board approved a 100% increase of the quarterly dividend from 3.0 cents to 6.0 cents per Share, starting in the quarter ending on June 30, 2005.

          At the same time, we believe that the purchase of Shares pursuant to the Offer represents an attractive investment for the Company, which should not interfere with our ability to maintain the financial flexibility we need to continue to execute our strategy, while complying with the applicable financial covenants.

          We believe that the Offer is consistent with our objective of returning value to shareholders and increasing long-term shareholder value. While the Company believes that the Shares have potential for significant appreciation over the long term, the Company also recognizes that actual experience may differ significantly from the Company’s expectations. In that regard, future events, such as a deterioration in existing economic conditions, adverse effects on operations or governmental and regulatory developments could adversely affect our ability to fully implement our strategy. As a result, the Company recognizes that some shareholders may desire liquidity.

          OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER WE NOR OUR BOARD OF DIRECTORS, THE DEALER MANAGER, INFORMATION AGENT OR DEPOSITARY ARE MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH YOU WILL TENDER THEM. IN DOING SO, YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE PURPOSES AND EFFECTS OF THE OFFER. SEE SECTION 2. YOU SHOULD DISCUSS WHETHER TO TENDER YOUR SHARES WITH YOUR BROKER, IF ANY, OR OTHER FINANCIAL ADVISOR.

          OUR DIRECTORS AND EXECUTIVE OFFICERS HAVE ADVISED THE COMPANY THAT THEY DO NOT INTEND TO TENDER SHARES PURSUANT TO THE OFFER. SEE SECTION 12.

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          Potential Benefits of the Offer. Mylan believes the Offer will provide benefits to Mylan and its shareholders, including the following:

• The Offer and related anticipated borrowings will provide an efficient capital structure that more effectively uses financial leverage at expected interest rates, thus making possible improved future earnings per Share and cash flow per Share for our continuing shareholders;

• the Offer funding permits us to capitalize on pricing in the current bank debt market that we believe to be attractive;

• the Offer provides our shareholders with an opportunity to obtain liquidity with respect to all or portion of their Shares, without potential disruption to the Share price and the usual transaction costs associated with market sales; and

• if we complete the Offer, we will return cash to our shareholders who elect to receive a return of capital, while shareholders who do not tender will increase their percentage ownership in Mylan.

          Potential Risks and Disadvantages of the Offer. The Offer also presents some potential risks and disadvantages to Mylan and its continuing shareholders, including the following:

• if we complete the Offer, our indebtedness and interest expense will be significant and the terms of any future indebtedness may be adversely affected. As a result of the Offer and the related borrowings, our indebtedness is expected to be substantial in relation to our shareholders’ equity. After giving pro forma effect to certain transactions, including the Offer and the related borrowings, as described in the notes to Summary Unaudited Pro Forma Consolidated Financial Data in Section 10, at March 31, 2005, Mylan would have had total indebtedness of approximately $775 million and shareholders’ equity of approximately $840 million;

• by incurring debt and using a portion of our existing cash reserves, the Offer is expected to reduce our ability to engage in significant cash acquisitions. Incurred debt could reduce our ability to cover existing contingent or other future liabilities or otherwise negatively impact our liquidity during periods of increased capital or operating expenditures. There can be no assurance that we would be able to raise debt or equity financing in the future;

• the Offer will reduce our “public float,” which is the number of Shares owned by non-affiliate shareholders and available for trading in the securities markets, and is likely to reduce the number of our shareholders. These reductions may reduce the volume of trading in our Shares and may result in lower stock prices and reduced liquidity in the trading of our Shares following completion of the Offer. As of June 14, 2005, we had issued and outstanding 269,448,868 Shares. The 48,780,487 Shares that we are offering to purchase pursuant to the Offer represent approximately 18% of the Shares outstanding as of that date. If the Offer is fully subscribed, then we will have 220,668,381 Shares outstanding following the purchase of Shares tendered in the Offer. If we exercise our right to purchase up to an additional 2% of our outstanding Shares, then we could have as few as 215,279,404 Shares outstanding following the purchase of the Shares tendered in the Offer. Shareholders may be able to sell non-tendered Shares in the future on the NYSE or otherwise, at a net price higher or lower than the purchase price in the Offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell such Shares in the future; and

• upon the completion of the Offer, non-tendering shareholders and non-exercising, non-tendering option holders will realize a proportionate increase in their relative ownership interest in Mylan.

          Certain Effects of the Offer. Assuming we purchase 48,780,487 Shares in the Offer at the maximum purchase price of $20.50 per Share, we expect that approximately $1.02 billion will be required to purchase such Shares and to pay related fees and expenses (including structuring and arrangement fees

7

for the loan facilities described in Section 9). We anticipate that the Offer will be funded with up to $250 million from our existing cash reserves and the net proceeds of $775 million in borrowings pursuant to the terms set forth in the Commitment Letter described in Section 9.

          After the Offer is completed, Mylan believes that its anticipated financial condition, cash flow from operations and access to capital will allow Mylan adequate financial resources to fund future dividends and capital expenditures.

          Based on the published guidelines of the NYSE and the conditions of the Offer, our purchase of 48,780,487 Shares pursuant to the Offer will not result in delisting of the remaining Shares on the NYSE. The Shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders. We believe that our purchase of Shares pursuant to the Offer will not result in the Shares becoming eligible for termination of registration under the Exchange Act. The Offer is conditioned upon our having determined that the consummation of the Offer will not cause the Shares to be delisted from the NYSE or eligible for deregistration under the Exchange Act. See Section 7.

          Shares we acquire pursuant to the Offer will be retained as treasury shares by us (unless and until we determine to retire such Shares). Such Shares will return to the status of authorized and unissued shares and will be available for us to issue without further shareholder action for all purposes except as required by applicable law or the rules of the NYSE. We have no current plans for the issuance of Shares purchased in this Offer.

          Our Shares are currently “margin securities” under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the Shares as collateral. We believe that, following the purchase of Shares pursuant to the Offer, the Shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations.

          Except as disclosed in this Offer to Purchase, including without limitation in “Recent Developments” subsection of “Certain Information Concerning Mylan” in Section 11 of the Offer to Purchase, Mylan currently has no plans, proposals or negotiations underway that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving Mylan or any of its subsidiaries;

• any purchase, sale or transfer of a material amount of assets of Mylan or any of its subsidiaries;

• any material change in the present dividend rate or policy, or indebtedness or capitalization of Mylan;

• any change in the present Board of Directors or management of Mylan, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer;

• any other material change in Mylan’s corporate structure or business;

• any class of equity securities of Mylan becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

• the suspension of Mylan’s obligation to file reports under Section 15(d) of the Exchange Act;

• the acquisition by any person of additional securities of Mylan, or the disposition of securities of Mylan; or

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• any changes in our Amended and Restated Articles of Incorporation, and Second Amended and Restated By-Laws, each as amended to date, or other governing instruments or other actions that could impede the acquisition of control of Mylan.

          Notwithstanding the foregoing, we reserve the right to change our plans and intentions at any time, as we deem appropriate.

3. Procedures for Tendering Shares.

          Proper Tender of Shares. For Shares to be tendered properly pursuant to the Offer:

(1)

the certificates for the Shares, or confirmation of receipt of the Shares pursuant to the procedure for book-entry transfer set forth below, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received before the Expiration Date by the Depositary at its address set forth on the back cover of this Offer to Purchase; or

(2)

the tendering shareholder must comply with the guaranteed delivery procedure set forth below.

          In accordance with Instruction 5 to the Letter of Transmittal, each shareholder desiring to tender Shares in the Offer must either (1) check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Offer” or (2) check one of the boxes in the section of the Letter of Transmittal captioned “Price (in Dollars) per Share at Which Shares are Being Tendered,” indicating the price at which Shares are being tendered. A tender of Shares will be proper if, and only if, one of these boxes is checked on the Letter of Transmittal.

          If tendering shareholders wish to maximize the chance that their Shares will be purchased, they should check the box in the section on the Letter of Transmittal captioned “Shares Tendered At Price Determined Pursuant To The Offer.” Note that this election could result in the tendered Shares being purchased at the minimum price of $18.00 per Share.

          If tendering shareholders wish to indicate a specific price (in multiples of $0.25) at which their Shares are being tendered, they must check a box under the section captioned “Price (in Dollars) per Share at Which Shares are Being Tendered.” Tendering shareholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the lowest price. A shareholder who wishes to tender Shares at more than one price must complete separate Letters of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price. Separate notices of withdrawal (described in Section 4) are not required for each Letter of Transmittal unless each Letter of Transmittal tenders Shares at different prices; however absent a notice of withdrawal, subsequent Letters of Transmittal do not revoke prior Letters of Transmittal. Shareholders may contact the Depositary for additional instructions.

          Shareholders holding their Shares in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee, must contact their brokers or such other nominee in order to tender their Shares. Shareholders who hold Shares through nominee shareholders are urged to consult their nominees to determine whether transaction costs may apply if shareholders tender Shares through the nominees and not directly to the Depositary.

          Shareholders may tender Shares subject to the condition that a specified minimum number of Shares (including all) or none be purchased. Any shareholder desiring to make such a conditional tender should so indicate in the box captioned “Conditional Tender” on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. It is the tendering shareholder’s responsibility to determine the minimum number of Shares to be purchased. SHAREHOLDERS SHOULD CONSULT

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THEIR OWN INVESTMENT AND TAX ADVISORS WITH RESPECT TO THE EFFECT OF PRORATION OF THE OFFER AND THE ADVISABILITY OF MAKING A CONDITIONAL TENDER. See Section 14.

          Signature Guarantees and Method of Delivery. No signature guarantee is required if:

(1)

the Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this Section 3, will include any participant in The Depository Trust Company (“DTC”) whose name appears on a security position listing as the owner of the Shares) tendered and the holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

(2)

Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing constituting an “Eligible Institution”). See Instruction 1 to the Letter of Transmittal.

          If a certificate for Shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, signed in either case exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

          In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for the Shares (or a timely confirmation of the book-entry transfer of the Shares into the Depositary’s account at DTC, as described above), a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal.

          The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

          Book-Entry Delivery. The Depositary will establish an account with respect to the Shares for purposes of the Offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC’s system may make book-entry delivery of the Shares by causing DTC to transfer Shares into the Depositary’s account in accordance with DTC’s procedures for transfer. Although delivery of Shares may be effected through a book-entry transfer into the Depositary’s account at DTC, either (1) a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, with any required signature guarantees, or an Agent’s Message, and any other required documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date, or (2) the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

          The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from the DTC participant tendering Shares that such DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Mylan may enforce such agreement against the DTC participant.

          Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and the shareholder’s Share certificates are not immediately available or cannot be delivered to the Depositary

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before the Expiration Date (or the procedure for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents to reach the Depositary before the Expiration Date, the Shares still may be tendered, if all of the following conditions are satisfied:

(1)	the tender is made by or through an Eligible Institution;
(2)	the Depositary receives by hand, mail, overnight courier, or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form Mylan has provided with this Offer to Purchase, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and
(3)	the certificates for all tendered Shares, in proper form for transfer (or confirmation of book-entry transfer of the Shares into the Depositary’s account at DTC), together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any required signature guarantees and other documents required by the Letter of Transmittal, are received by the Depositary within three business days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery.

          If tendering shareholders wish to maximize the chance that their Shares will be purchased, they should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election could result in the tendered Shares being purchased at the minimum price of $18.00 per Share.

          Shareholders may contact the Information Agent, the Dealer Manager or their broker for assistance. The contact information for the Information Agent and Dealer Manager is on the back cover page of this Offer to Purchase.

          Profit Sharing Plans. Participants in our Profit Sharing 401(k) Plan who wish to have the trustee tender Shares attributable to their plan account, must complete, execute and return to the plan trustee the tender direction form included in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent to each participant of the plan. Participants in our Profit Sharing 401(k) Plan may not use the Letter of Transmittal to direct the tender of their Shares held in the plan, but instead must follow the separate direction form sent to them. Although the Offer will remain open to all shareholders until the Expiration Date, if the trustee does not receive a participant’s instructions by 12:00 Midnight, New York City time, on Thursday, July 14, 2005, the trustee will not tender Shares attributable to the participant’s account. Participants are urged to read the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” and the separate direction form carefully.

          Stock Option Plans. Holders of vested but unexercised options may exercise such options in accordance with the terms of the Stock Option Plans and tender the Shares received upon such exercise in accordance with the Offer. See “Proper Tender of Shares” above. Holders of vested but unexercised options should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to them, based on their stock option exercise prices, the date of their stock option grants and the years left to exercise their options, the range of tender prices and the provisions for pro rata purchases by Mylan described in Section 1. We strongly encourage those holders to discuss the Offer with their tax advisor or broker.

          Restricted Stock. Holders of restricted stock may not tender those Shares pursuant to the restrictions imposed on such Shares by the relevant Stock Option Plan and award agreement unless such restrictions have lapsed.

          Benefit Plans Not Sponsored by Mylan. Shareholders who are participants in employee benefit plans not affiliated with us, that hold Mylan Shares, may tender some or all of such Shares as provided herein generally, subject to the provisions of such plans. To the extent required under any such plan, we

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expect that participants will receive separate instructions from the administrators of those plans to be followed in connection with any tender.

          Return of Unpurchased Shares. If any tendered Shares are not purchased, or if less than all Shares evidenced by a shareholder’s certificates are tendered, certificates for unpurchased Shares will be returned promptly after the expiration or termination of the Offer or, in the case of Shares tendered by book-entry transfer at DTC, the Shares will be credited to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder.

          U.S. Federal Income Tax Backup Withholding. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Offer must be withheld and remitted to the IRS, unless the shareholder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, each tendering shareholder that is a U.S. Holder (as defined in Section 14) should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless the shareholder otherwise establishes to the satisfaction of the Depositary that the shareholder is not subject to backup withholding. If a U.S. Holder does not provide the Depositary with the correct taxpayer identification number, the U.S. Holder may be subject to penalties imposed by the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain “exempt recipients” (including, among others, all corporations and certain Non-U.S. Holders (as defined in Section 14)) are not subject to backup withholding. In order for a Non-U.S. Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN (or successor form), signed under penalties of perjury, attesting to that shareholder’s exempt status. This statement can be obtained from the Depositary. See Instruction 12 to the Letter of Transmittal.

          To prevent U.S. federal income tax backup withholding equal to 28% of the gross payment made to shareholders for Shares purchased pursuant to the Offer, each shareholder that is a U.S. Holder and does not otherwise establish an exemption from the backup withholding must provide the Depositary with the shareholder’s correct taxpayer identification number and provide other information by completing the Substitute Form W-9 included as part of the Letter of Transmittal.

          Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to a Non-U.S. Holder or his agent, unless the Depositary determines that a reduced rate of withholding is available under a tax treaty, or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States (and, if a treaty applies, the gross proceeds are generally attributable to the United States permanent establishment maintained by such Non-U.S. Holder). To obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8BEN (or successor form) before the payment is made. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form). A Non-U.S. Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI (or successor form) will generally be required to file a U.S. federal income tax return and generally will be subject to U.S. federal income tax on income derived from the sale of Shares pursuant to the Offer in the manner and to the extent described in Section 14 as if it were a U.S. Holder, and in the case of a foreign corporation, such income may be subject to the branch profit tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty). The Depositary will determine a shareholder’s status as a Non-U.S. Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN (or successor form) or IRS Form W-8ECI (or successor form)) unless facts and circumstances indicate that reliance is not warranted.

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          A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-U.S. Holder meets the “complete termination,” “substantially disproportionate,” or “not essentially equivalent to a dividend” tests described in Section 14 that would characterize the exchange as a sale (as opposed to a dividend) with respect to which the Non-U.S. Holder is not subject to tax or is otherwise able to establish that no tax or a reduced amount of tax is due.

          Non-U.S. Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

          Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of Shares to be accepted, the purchase price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Mylan, in its reasonable discretion, and its determination will be final and binding on all parties. Mylan reserves the absolute right to reject any or all tenders of any Shares that it determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company’s counsel, be unlawful. Mylan also reserves the absolute right to waive any of the conditions of the Offer prior to the Expiration Date with respect to all tendered Shares and the Company’s interpretation of the terms of the Offer will be final and binding on all parties. Mylan also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by Mylan. Mylan will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Shares. None of Mylan, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice.

          Tendering Shareholder’s Representation and Warranty; Mylan’s Acceptance Constitutes an Agreement. A tender of Shares pursuant to any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer, as well as the tendering shareholder’s representation and warranty to Mylan that (1) the shareholder has a “net long position,” within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act, in the Shares or equivalent securities at least equal to the Shares being tendered, and (2) the tender of Shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender Shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions thereof), the person so tendering (1) has a net long position equal to or greater than the amount of (a) Shares tendered or (b) other securities convertible into or exchangeable or exercisable for the Shares tendered and will acquire the Shares for tender by conversion, exchange or exercise and (2) will deliver or cause to be delivered the Shares in accordance with the terms of the Offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Mylan’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and Mylan upon the terms and conditions of the Offer.

          Lost or Destroyed Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificate. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation.

          Certificates for Shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to Mylan or the Information Agent. Any certificates delivered to Mylan or the Information Agent will not be forwarded to the Depositary and will not be deemed to be properly tendered.

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4. Withdrawal Rights.

          Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date. In addition, unless Mylan has already accepted your tendered Shares for payment, you may withdraw your tendered Shares at any time after 5:00 p.m., New York City time, on August 12, 2005. Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable.

          If we extend the period of time during which the Offer is open, are delayed in accepting for payment or paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all Shares tendered, and such Shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the Offer shall either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the Offer.

          For a withdrawal to be effective, a notice of withdrawal must be in written, telegraphic, telex or facsimile transmission form and must be received in a timely manner by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase.

          A shareholder who has tendered Shares at more than one price must complete a separate notice of withdrawal for Shares tendered at each price. Any notice of withdrawal must specify the name of the tendering shareholder, the number of Shares to be withdrawn and the name of the registered holder of the Shares. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder also must submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered for the account of an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures.

          All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by Mylan, in its reasonable discretion, which determination will be final and binding on all parties. None of Mylan, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of them incur liability for failure to give any notice.

          Withdrawals may not be rescinded, and any Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3.

          Participants in our Profit Sharing 401(k) Plan who wish to have the trustee withdraw previously tendered Shares attributable to their plan account must follow the procedures set forth in the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent to each plan participant.

          If Mylan extends the Offer, is delayed in its purchase of Shares, or is unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to the Company’s rights under the Offer, the Depositary may, subject to applicable law, retain tendered Shares on behalf of Mylan, and the Shares may not be withdrawn, except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4.

5. Purchase of Shares and Payment of Purchase Price.

          Promptly following the Expiration Date, Mylan (1) will determine which shareholders tendered Shares at or below the Purchase Price, and (2) will accept for payment and pay for (and thereby purchase) up to 48,780,487 Shares which are properly tendered at prices at or below the Purchase Price and not properly withdrawn on or before the Expiration Date. For purposes of the Offer, we will be

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deemed to have accepted for payment (and therefore purchased), subject to the proration and conditional tender provisions of the Offer, Shares that are properly tendered at or below the Purchase Price and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment in the Offer.

          Mylan will accept for payment and pay the Purchase Price for all such Shares promptly after the Expiration Date. In all cases, payment for Shares tendered and accepted for payment in the Offer will be made promptly, but only after timely receipt by the Depositary of certificates for Shares, or of a timely book-entry confirmation of Shares into the Depositary’s account at the DTC, and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), an Agent’s Message, in the case of a book-entry transfer, and any other required documents.

          Mylan will pay for Shares purchased in the Offer by depositing the aggregate Purchase Price for the Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders.

          In the event of proration, Mylan will determine the proration factor and pay for those tendered Shares accepted for payment promptly after the Expiration Date. However, we do not expect to be able to announce the final results of any proration and commence payment for Shares purchased until approximately three business days after the Expiration Date. Certificates for all Shares tendered and not purchased, including all Shares tendered at prices in excess of the Purchase Price and Shares not purchased due to proration or conditional tenders will be returned or, in the case of Shares tendered by book-entry transfer, will be credited to the account maintained with the DTC by the participant who delivered the Shares, to the tendering shareholder at our expense, promptly after the Expiration Date or termination of the Offer, without expense to the tendering shareholders. We will not pay interest on the Purchase Price for any reason, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Shares in the Offer. See Sections 7 and 9.

          Mylan will pay all stock transfer taxes, if any, payable on the transfer to it, of Shares purchased pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Offer) unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person, will be deducted from the Purchase Price, unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 7 to the Letter of Transmittal.

          Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal (and the appropriate IRS Form W-8, if the tendering shareholder or other payee is a Non-U.S. Holder), may be subject to required U.S. federal income tax backup withholding of 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. See Section 3. With respect to a shareholder that is a Non-U.S. Holder, to the extent that, in the Company’s reasonable estimation, the cash received by such holder pursuant to the Offer will not be treated as a dividend for U.S. federal income tax purposes, the Company does not intend to withhold any amount from the gross proceeds paid to such holder, provided that it receives the requisite certification. See Section 3. Non-U.S. Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

6. Conditional Tender of Shares.

          Under certain circumstances described in Section 1, if the Offer is oversubscribed, Mylan will prorate the number of Shares purchased pursuant to the Offer. As discussed in Section 14, the number of Shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the

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shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any Shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box captioned “Conditional Tender” in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. Each shareholder is urged to consult with his or her own tax advisor.

          After the Expiration Date, if more than 48,780,487 Shares (or such greater number of Shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered Shares, we will calculate a preliminary proration percentage based upon all Shares properly tendered, conditionally or unconditionally, and not properly withdrawn (including Shares of Odd Lot Holders). If the effect of this preliminary proration would be to reduce the number of Shares to be purchased from any shareholder tendered pursuant to a Letter of Transmittal below the minimum number specified, the Shares conditionally tendered will automatically be regarded as withdrawn (except as provided in the next paragraph). All Shares tendered by a shareholder subject to a conditional tender and that are withdrawn as a result of proration will be returned at our expense to the tendering shareholder promptly after the Expiration Date.

          After giving effect to these withdrawals, we will accept the remaining Shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders that would otherwise be regarded as withdrawn would cause the total number of Shares to be purchased to fall below 48,780,487 (or such greater number of Shares as we may elect to purchase, subject to applicable law) then, to the extent feasible, we will select enough of the Shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of Shares. In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular taxpayer as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares.

7. Conditions of the Offer.

          Notwithstanding any other provision of the Offer, Mylan will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Shares tendered, subject to the rules under the Exchange Act, if at any time on or after the commencement of the Offer and before the Expiration Date any of the following events have occurred (or have been determined by Mylan to have occurred) that, in the Company’s reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any action or omission to act by Mylan), makes it inadvisable to proceed with the Offer or with acceptance for payment:

• Mylan is or will be unable prior to the Expiration Date to obtain financing pursuant to the terms and conditions contained in the Commitment Letter described in Section 9 and on terms reasonably satisfactory to us, which, with existing cash reserves, will be sufficient to purchase the Shares pursuant to the Offer and pay related fees and expenses;

• there has been threatened, instituted or pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, domestic, foreign or supranational, before any court, authority, agency or other tribunal that directly or indirectly:

• challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the Offer, the acquisition of some or all of the Shares pursuant to the Offer or otherwise relates in any manner to the Offer; or

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• in Mylan’s reasonable judgment, could materially and adversely affect the business, condition (financial or otherwise), income, operations or prospects of Mylan and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Mylan or any of its subsidiaries;

• there has occurred any of the following:

• any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market;

• the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

• the commencement or escalation of a war, armed hostilities or other international or national calamity including, but not limited to, an act of terrorism, directly or indirectly involving the United States;

• any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in Mylan’s reasonable judgment, could materially affect the extension of credit by banks or other lending institutions in the United States;

• any decrease of more than 15% in the market price for the Shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on June 13, 2005, any significant increase in the interest rate, distribution rate or other significant change in the terms for debt security offerings in the U.S., or any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on our and our subsidiaries’ business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or on the trading in the Shares, or the proposed financing for the Offer, or on the benefits of the Offer to us; or

• in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

• a tender or exchange offer for any or all of the Shares (other than the Offer), or any merger, acquisition, business combination or other similar transaction with or involving Mylan or any subsidiary, has been commenced by any person or has been publicly disclosed or we have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, business combination or other similar transaction;

• Mylan learns that:

• any entity, “group” (as that term is used in Section 13(d)(3) of the Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding Shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before June 15, 2005);

• any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before June 15, 2005 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than by virtue of the Offer), beneficial ownership of an additional 2% or more of our outstanding Shares; or

• any new group has been formed that beneficially owns more than 5% of our outstanding Shares (options for and other rights to acquire shares that are acquired or

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proposed to be acquired being deemed to be immediately exercisable or convertible for purposes of this clause);

• any change or changes have occurred or are threatened in our or our subsidiaries’ business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, has a material adverse effect on us or our subsidiaries, taken as a whole, or the benefits of the Offer to us; or

• Mylan determines that the consummation of the Offer and the purchase of the Shares may cause the Shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act.

          The foregoing addresses only the conditions under which we are not obligated to complete the Offer. The conditions referred to above are for the sole benefit of Mylan and may be asserted by Mylan regardless of the circumstances (other than any action or omission to act by Mylan) giving rise to any condition, and may be waived by Mylan, in whole or in part, at any time and from time to time in its reasonable discretion. Mylan’s failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to the Expiration Date and from time to time. However, once the Offer has expired, then all of the conditions to the Offer, other than those requiring receipt of necessary governmental approvals, must have been satisfied or waived. In certain circumstances, if Mylan waives any of the conditions described above, it may be required to extend the Expiration Date. Any determination by Mylan concerning the events described above will be final and binding on all parties.

8. Price Range of Shares; Dividends.

          Mylan’s common stock is listed for trading on the NYSE under the symbol “MYL.” The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per Share as reported on the NYSE and dividends declared.

						Cash Dividend
		High		Low		Declared
Fiscal Year ended March 31, 2004
	First quarter	$	23.82	$	17.07	$	0.02
	Second quarter		27.10		20.61		0.02
	Third quarter		28.53		20.00		0.03
	Fourth quarter		26.35		21.95		0.03
Fiscal Year ended March 31, 2005
	First quarter	$	24.95	$	19.80	$	0.03
	Second quarter		20.65		14.24		0.03
	Third quarter		20.00		16.24		0.03
	Fourth quarter		18.19		15.50		0.03
Fiscal Year ending March 31, 2006
	First quarter (through June 15, 2005)	$	20.03	$	15.21	$	0.03

          On June 13, 2005, the last full trading day before the announcement of the Offer, the last reported sale price of the Shares as reported on the NYSE was $17.70. We urge shareholders to obtain current market quotations for the Shares.

          In the third quarter of fiscal 2003, Mylan increased the quarterly cash dividend rate to 2.22 cents per Share. In the third quarter of fiscal 2004, the Board again increased the quarterly dividend by 35% to 3.0 cents per Share. On June 13, 2005, the Board voted to increase the quarterly dividend by 100% from 3.0 cents to 6.0 cents per Share starting in the quarter ending June 30, 2005. We currently expect to continue the practice of paying regular cash dividends.

9. Source and Amount of Funds.

          Assuming we purchase 48,780,487 Shares in the Offer at the maximum purchase price of $20.50 per Share, we expect that approximately $1.02 billion will be required to purchase such Shares and pay related fees and expenses (including structuring and arrangement fees for the loan facilities described below).

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          We intend to obtain the funds necessary to purchase Shares tendered in the Offer with up to $250 million from existing cash reserves and with net proceeds of a $775 million term loan facility, as further described below. While we have obtained commitments for these facilities, these commitments are contingent on the satisfaction of various conditions as further described below. Accordingly, as discussed in Section 7, in addition to the other conditions described in this Offer to Purchase, the Offer will be subject to our obtaining financing prior to the Expiration Date pursuant to the terms and conditions contained in the Commitment Letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch Capital”), dated as of June 13, 2005 (the “Commitment Letter”), and on terms reasonably satisfactory to us, that, with existing cash reserves, will be sufficient to purchase the Shares pursuant to the Offer and pay related fees and expenses. We do not have alternative financing plans.

          Pursuant to the Commitment Letter, Merrill Lynch Capital has committed to provide us with a $975 million credit facility consisting of a $775 million five year term loan facility and a $200 million five year revolving credit facility (together, the “Credit Facility”). Proceeds of the term loan facility will be used to finance the Offer and to pay related fees and expenses. Any borrowed amounts from the revolving credit facility will be used for working capital and general corporate purposes. The entire credit facility will be guaranteed by our direct and indirect wholly-owned domestic subsidiaries, subject to certain exceptions, and will be secured by a lien on 100% of the equity interests in our domestic subsidiaries and domestic subsidiaries owned by the guarantors and 65% of the equity interest in our foreign subsidiaries and the foreign subsidiaries owned by the guarantors. Loans under the term loan facility are expected to initially bear interest at a rate equal to either LIBOR plus 1.75% or Merrill Lynch Capital’s base rate plus 0.75%. Loans under the revolving credit facility are expected to initially bear interest at a rate equal to either LIBOR plus 1.50% or Merrill Lynch Capital’s base rate plus 0.50%. In addition, we will be required to pay a commitment fee of 0.50% on the undrawn portion of the revolving credit facility. The documentation for the credit facility will contain covenants, including financial covenants, and events of default customary for a facility of this type. Availability of proceeds of the Credit Facility will be subject to satisfaction of customary conditions precedent including, without limitation, satisfaction of a pro forma leverage ratio and the requirement that no event or condition has occurred that has or could reasonably be expected to have a material adverse effect on our business, assets, liabilities, financial condition, or results of operations.

          Subject to market conditions, we currently intend to issue $500 million of notes, which financing would reduce, on a dollar-for-dollar basis, our $775 million five year term loan facility.

          General. We will incur significant debt in connection with the Offer and, as a result, will be more leveraged. Increased leverage could have certain material adverse effects on us, including, but not limited to, the following: (i) our ability to obtain additional financing in the future for acquisitions, working capital, capital expenditures, and general corporate or other purposes could be impaired, or any such financing may not be available on terms favorable to us; (ii) a substantial portion of our cash flow could be required for debt service and, as a result, might not be available for our operations or other purposes; (iii) any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or force us to modify our operations or sell assets; (iv) our ability to withstand competitive pressures may be decreased; and (v) our level of indebtedness may make us more vulnerable to economic downturns, and reduce our flexibility in responding to changing business, regulatory and economic conditions.

          Our ability to repay expected borrowings under the proposed Credit Facility, and to meet our other debt or contractual obligations (including compliance with applicable financial covenants) will depend upon our future performance and our cash flow from operations, both of which are subject to prevailing economic conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer to Purchase under “Forward-Looking Statements.”

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          Management believes that cash flows from operations, amounts available under the proposed Credit Facility and access to capital markets are sufficient to meet the Company’s expected liquidity needs.

10. Certain Financial Information

          Historical Financial Information. Mylan incorporates by reference the financial statements and notes thereto in Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2005. You should refer to Section 11 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

          Summary Historical Consolidated Financial Data. The following table sets forth our summary historical consolidated income statement data for the fiscal years ended March 31, 2005, 2004 and 2003, and the book value per share and our balance sheet data at March 31, 2005. This financial data has been derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the fiscal year ended March 31, 2005.

			Fiscal Year Ended March 31,
			2005		2004		2003
			(In thousands, except per share data)
Income Statement Data:
	Total revenues		$	1,253,374	$	1,374,617	$	1,269,192
	Gross profit		$	623,540	$	762,468	$	671,436
	Net earnings		$	203,592	$	334,609	$	272,353
	Earnings per common share
		Basic	$	0.76	$	1.24	$	0.98
		Diluted	$	0.74	$	1.21	$	0.96
	Weighted average common shares outstanding
		Basic		268,985		268,931		278,789
		Diluted		273,621		276,318		282,330

		At March 31, 2005
		(In thousands, except
		per share data)
Balance Sheet Data:
	Current assets	$	1,528,452
	Non-current assets	$	607,221
	Current liabilities	$	245,507
	Non-current liabilities	$	44,230
	Book value per share	$	6.85

          Summary Unaudited Pro Forma Consolidated Financial Data. The following table sets forth summary unaudited pro forma consolidated financial data for the fiscal year ended March 31, 2005, a pro forma earnings to fixed charges ratio for the fiscal year ended March 31, 2005 and our pro forma financial position at March 31, 2005. This summary unaudited pro forma consolidated financial data gives effect to the purchase of Shares pursuant to the Offer as if such purchase had occurred at the dates indicated. This information should be read in conjunction with Summary Historical Consolidated Financial Data and our audited consolidated financial statements and the related notes filed as part of our Annual Report on Form 10-K for the fiscal year ended March 31, 2005. This summary unaudited pro forma consolidated financial data is not necessarily indicative of either our financial position or results of operations, which actually would have been attained, had the purchase of Shares pursuant to the Offer and the related refinancing been completed at the dates indicated, or, will be achieved in the future. This summary unaudited pro forma consolidated financial data has been included herein for informational and

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comparative purposes only. We have included the summary unaudited pro forma consolidated financial data solely for the purpose of providing shareholders with information that may be useful for purposes of considering and evaluating the Offer. Our future results are subject to prevailing economic and industry specific conditions and financial, business and other known and unknown risks and uncertainties, certain of which are beyond our control. These factors include, without limitation, those described in this Offer under “Forward-Looking Statements.”

      The pro forma amounts have been calculated assuming that we complete the Offer for 48,780,487 Shares at a price of $20.50 per Share. The amounts exclude the effects of the planned open market (or otherwise) follow-on share repurchase program. The unaudited pro forma consolidated financial data also assumes that the Offer, including transaction costs, is financed through the net proceeds of $775 million in debt financing pursuant to the terms and conditions contained in the Commitment Letter and the use of approximately $250 million in existing cash reserves.

				Year Ended March 31, 2005
				Historical		Pro Forma(a)
				(In thousands, except per share data)
Income Statement Data:
	Total revenues			$	1,253,374	$	1,253,374
	Gross profit			$	623,540	$	623,540
	Interest expense(b)			$	—	$	55,053
	Net earnings			$	203,592	$	167,807
	Earnings per common share
			Basic	$	0.76	$	0.76
			Diluted	$	0.74	$	0.75
	Weighted average common shares outstanding
			Basic		268,985		220,205
			Diluted		273,621		224,841
Other Data:
		Ratio of earnings to fixed charges			N/A		5.7x

		At March 31, 2005
		Historical		Pro Forma(c)
		(In thousands, except per share data)
Balance Sheet Data
	Current assets(d)	$	1,528,452	$	1,282,336
	Non-current assets(d)	$	607,221	$	622,337
	Current liabilities, excluding current portion of long-term debt	$	245,507	$	245,507
	Non-current liabilities, excluding long-term debt	$	44,230	$	44,230
	Long-term debt, including amounts due within one year	$	—	$	775,000
	Total shareholders’ equity(d)	$	1,845,936	$	839,936
	Book value per share	$	6.85	$	3.81

(a)

Pro forma income statement and other data is presented giving effect to the Offer as of April 1, 2004.

(b)

Pro forma interest expense has been computed under the assumption that $275 million of borrowings under the term loan facility and $500 million of notes will be used to finance the Offer. A weighted average interest rate of 6.6% has been used to compute pro forma interest expense. Additionally, included in pro forma interest expense is a commitment fee of 0.50% on the undrawn portion of the $200 million revolving credit facility, and amortization of debt issuance costs in the amount of approximately $3 million. No borrowings are assumed under this revolving credit facility.

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	In addition, the calculation of pro forma interest expense assumes a pay down of a portion of the borrowings under the term loan facility as outlined in the Commitment Letter, as well as lower interest income as a result of the use of existing cash used to finance a portion of the transaction.
	If the actual interest rates vary from the rates that have been assumed, a 25 basis points variance causes an approximate $1.9 million change to annual interest expense.
(c)	Pro forma balance sheet data is presented giving effect to the Offer as of March 31, 2005.
(d)	Estimated transactions costs of $21.1 million are included in the pro forma balance sheet data. Of this amount, $15.1 million of debt issuance costs are included in other non-current assets and $6.0 million is included as a cost of the repurchase.

11. Certain Information Concerning Mylan.

The Company

          Mylan is engaged in developing, licensing, manufacturing, marketing and distributing generic and brand pharmaceutical products and was incorporated in Pennsylvania in 1970. The Company’s net revenues for the fiscal year ended March 31, 2005 topped $1 billion for the fourth consecutive year.

          We are recognized as a leader in the generic pharmaceutical industry. We obtain new generic products primarily through internal development, however, we also license or co-develop products through arrangements with other companies. Our revenues are derived primarily from the sale of solid oral dosage products, unit dose formats, for use primarily in hospitals and other institutions, and transdermal patch products. In the fiscal year ended March 31, 2005, we shipped approximately 12.5 billion doses.

          We have attained that position of leadership in the generic industry through our ability to obtain Abbreviated New Drug Application, or ANDA, approvals, our uncompromising quality control and our devotion to customer service. We manufacture and market over 140 generic pharmaceutical products, including approximately 135 in capsule or tablet form in an aggregate of approximately 360 dosage strengths, with 10 extended release products in 19 dosage strengths of which three are transdermal patches in 12 dosage strengths. In addition, Mylan is marketing 63 generic products in 108 dosage strengths under supply and distribution agreements with other pharmaceutical companies.

Recent Developments

          On June 14, 2005, we announced our strategic plans for Mylan, which include the following:

• A share repurchase program for our Shares (in the open market or otherwise) in the amount of up to $250 million, following this Offer (open market share or other repurchases will not commence until at least ten (10) business days after the termination of the Offer);

• An increase in our quarterly dividend from 3.0 cents to 6.0 cents per Share starting in the quarter ending on June 30, 2005 and the declaration of a dividend payable on July 15, 2005 to shareholders of record on June 30, 2005;

• The decision to outlicense nebivolol to a major brand pharmaceutical company, which will co-develop and commercialize the product; and

• The closing of Mylan Bertek Pharmaceuticals Inc.

          For a more detailed description of our strategic plans relating to Mylan, please see a copy of our press release issued on June 14, 2005 attached as Annex A to this Offer to Purchase and also our Investor Presentation made on June 14, 2005 filed on a Form 8-K on June 14, 2005 and incorporated herein by reference.

          On February 28, 2005, an entity controlled by Carl C. Icahn nominated a slate of 11 directors to stand for election in opposition to our Board of Directors’ slate of nominees at our 2005 Annual Meeting

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of Shareholders, which is scheduled to be held on October 28, 2005 (the “2005 Annual Meeting”). The Governance and Nominating Committee of our Board of Directors has not yet acted on the selection of the Board’s slate of nominees to stand for election to the Board of Directors for the 2005 Annual Meeting.

Available Information

          We are subject to the informational filing requirements of the Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, stock options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) with the SEC that includes additional information relating to the Offer. These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC, at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including the Schedule TO and the documents incorporated therein by reference. You may obtain information about the Public Reference Room by calling the SEC for more information at 1-800-SEC-0330.

Incorporation by Reference

          The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The following documents contain important information about us and we incorporate them by reference:

• Annual Report on Form 10-K for the fiscal year ended March 31, 2005, as filed on May 20, 2005;

• Definitive Proxy Statement on Form 14A filed on June 28, 2004; and

• Current Report on Form 8-K, as filed on June 14, 2005.

          You can obtain any of the documents incorporated by reference in this document from the SEC’s website at the address described above. You may also request a copy of these filings, at no cost, by writing or telephoning the Information Agent at its address and telephone number set forth below:

The Information Agent for the Offer is:

Morrow & Co., Inc.

445 Park Avenue, 5th Floor

New York, New York 10022

(212) 754-8000

Shareholders Please Call Toll Free: (800) 607-0088

Banks and Brokers Call (800) 654-2468

E-mail: mylan.info@morrowco.com

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12. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.

          As of June 14, 2005, Mylan had 269,448,868 issued and outstanding Shares and 43,133,286 Shares reserved for issuance under the Company’s stock option and incentive plans. The 48,780,487 Shares that Mylan is offering to purchase pursuant to the Offer represent approximately 18% of the Shares outstanding on June 14, 2005.

          The following table sets forth, as of June 14, 2005, (i) the aggregate number and percentage of Shares that were beneficially owned by Mylan’s directors and executive officers and (ii) assuming we purchase 48,780,487 Shares and that no director or executive officer tenders any Shares pursuant to the Offer, the percentage of Shares that will be beneficially owned after the Offer by our directors and executive officers. For purposes of this table, and in accordance with SEC rules, shares are considered “beneficially owned” if the person directly or indirectly has sole or shared power to vote or direct the voting of the securities or has sole or shared power to dispose of or direct the disposition of the securities. A person is also considered to beneficially own shares that he or she has the right to acquire within 60 days after June 14, 2005, in accordance with Rule 13d-3 under the Exchange Act.

          The business address of each of our directors and executive officers is c/o Mylan Laboratories Inc., 1500 Corporate Drive, Canonsburg, Pennsylvania 15317.

		Number of Shares					Percentage
		Beneficially Owned		Percentage			of Class after
Name	Position	(1)		of Class			Tender Offer
Edward J. Borkowski(1)	Chief Financial Officer		383,828		*			*
Wendy Cameron(2)	Director		124,375		*			*
Robert J. Coury(3)	Vice Chairman and Chief Executive Officer		1,617,218		*			*
Louis J. DeBone(4)	President and Chief Operating Officer		1,252,508		*			*
Laurence S. DeLynn(5)	Director		610,375		*			*
Douglas J. Leech(6)	Director		144,437		*			*
Joseph C. Maroon(7)	Director		55,000		*			*
John P. O’Donnell(8)	Chief Scientific Officer		747,054		*			*
Rod Piatt(9)	Director		16,000		*			*
Milan Puskar(9)	Chairman		5,337,602		2.0	%		2.4	%
Patricia A. Sunseri(10)	Director		713,775		*			*
C.B. Todd(11)	Director		934,020		*			*
Randall L. Vanderveen(7)	Director		116,875		*			*
Stuart A. Williams(12)	Chief Legal Officer and Director		547,144		*			*
All directors and executive officers as a group (25 persons)(13)			14,535,815		5.3	%		6.4	%

* Represents beneficial ownership of less than 1%.

(1)	Consists of: (i) 45,000 shares of restricted stock granted under the Company’s 2003 Long-Term Incentive Plan; (ii) 337,500 shares issuable pursuant to options that may be exercised within 60 days; and (iii) 1,328 shares held in Mr. Borkowski’s 401(k) account.
(2)	Includes 116,875 shares issuable pursuant to options that may be exercised within 60 days.

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(3)	Consists of: (i) 247,500 shares of restricted stock granted under the Company’s 2003 Long-Term Incentive Plan; (ii) 1,366,875 shares issuable pursuant to options that may be exercised within 60 days; and (iii) 2,843 shares held in Mr. Coury’s 401(k) account.
(4)	Includes: (i) 90,000 shares of restricted stock granted under the Company’s 2003 Long-Term Incentive Plan; (ii) 1,113,750 shares issuable pursuant to options that may be exercised within 60 days; (iii) 12,496 shares held in Mr. DeBone’s 401(k) account; and (iv) 2,512 shares held by Mr. DeBone’s wife.
(5)	Includes 206,875 shares issuable pursuant to options that may be exercised within 60 days.
(6)	Includes 139,375 shares issuable pursuant to options that may be exercised within 60 days; Mr. Leech disclaims beneficial ownership of 59,062 of such shares, the economic interest of which he has transferred pursuant to a trust agreement.
(7)	Consists of shares issuable pursuant to options that may be exercised within 60 days.
(8)	Includes: (i) 45,000 shares of restricted stock granted under the Company’s 2003 Long-Term Incentive Plan; (ii) 691,875 shares issuable pursuant to options that may be exercised within 60 days; and (iii) 4,504 shares held in Dr. O’Donnell’s 401(k) account.
(9)	Includes 10,000 shares issuable pursuant to options that may be exercised within 60 days.

(10)	Includes 9,089 shares held in Ms. Sunseri’s 401(k) account.
(11)	Includes: (i) 332,202 shares issuable pursuant to options that may be exercised within 60 days (options for 29,702 of which shares are held by Mr. Todd’s wife); and (ii) 1,641 shares held by Mr. Todd’s wife.
(12)	Includes: (i) 45,000 shares of restricted stock granted under the Company’s 2003 Long-Term Incentive Plan; and (ii) 466,875 shares issuable pursuant to options that may be exercised within 60 days.
(13)	See notes (1) through (12). Also includes: (i) an additional 1,848,225 shares issuable pursuant to options that may be exercised within 60 days; and (ii) an additional 28,350 shares held in the other executive officers’ 401(k) accounts.

          Recent Securities Transactions. Based on our records and on information provided to us by our directors, executive officers and subsidiaries, neither we nor any of our affiliates, subsidiaries, associates, directors or executive officers have effected any transactions involving our Shares during the 60 days prior to June 16, 2005.

          Profit Sharing Plans. The Company has defined contribution plans covering essentially all of its employees. Its defined contribution plans consist primarily of a 401(k) retirement plan with a profit sharing component for non-union employees and a 401(k) retirement plan for union employees. Profit sharing contributions are made at the discretion of the Board of Directors.

          Stock Based Plans.

          In 2003, Mylan’s shareholders approved the Mylan Laboratories Inc. 2003 Long-Term Incentive Plan (the “2003 Plan”). Under the 2003 Plan, 22,500,000 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. As of June 13, 2005, 21,354,100 shares remain available for issuance of future awards under the 2003 Plan. Stock options and restricted shares granted under the 2003 plans generally vest over a period of three to four years.

          As of June 13, 2005, 20,341,714 shares may be issued upon the exercise of options granted under Company’s 1997 Incentive Stock Option Plan (the “1997 Plan”). Upon approval of the 2003 Plan, the 1997 Plan was frozen and no further grants of stock options will be made under that plan. Mylan also has options outstanding under its 1986 Incentive Stock Option Plan, 1992 Nonemployee Director Stock Option Plan, Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan and Penederm Incorporated Employee Stock Option Plan. As of June 13, 2005, 93,023 shares may be issued under the 1986 Incentive

25

Stock Option Plan; 528,750 shares may be issued under the 1992 Nonemployee Director Stock Option Plan; 141,525 shares may be issued under the Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan; and 774 shares may be issued under the Penederm Incorporated Employee Stock Option Plan.

          Except as otherwise described in this Offer to Purchase, the Issuer Tender Offer Statement on Schedule TO or as described in its most recent proxy statement, neither Mylan nor, to the best of Mylan’s knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer or with respect to any securities of Mylan, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

          Our directors and executive officers are entitled to participate in the Offer on the same basis as other shareholders; however, they have advised the Company that they do not intend to tender their shares pursuant to the Offer.

13. Certain Legal Matters; Regulatory Approvals.

          Mylan is not aware of any license or regulatory permit that appears to be material to its business that might be adversely affected by its acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the Company’s acquisition or ownership of Shares as contemplated by the Offer. Should any approval or other action be required, Mylan presently contemplates that it will seek that approval or other action. Mylan cannot predict whether it will be required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain the approval or other action might not result in adverse consequences to the Company’s business. Mylan’s obligations under the Offer to accept for payment and pay for Shares are subject to conditions. See Section 7.

14. Certain U.S. Federal Income Tax Consequences.

          The following is a summary of certain U.S. federal income tax consequences of the Offer to U.S. Holders (as defined below) whose Shares are tendered and accepted for payment pursuant to the Offer. Those shareholders who do not participate in the Offer should not incur any U.S. federal income tax liability from the Offer. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury Regulations promulgated under the Code, published rulings, administrative pronouncements and judicial decisions, any changes to which could affect the tax consequences described in this Offer to Purchase (possibly on a retroactive basis). This summary assumes that Shares held by shareholders are held as capital assets. It does not address all of the tax consequences that may be relevant to particular shareholders in light of their particular circumstances, or to other types of shareholders subject to special rules (including, without limitation, entities that are treated as partnerships for U.S. federal income tax purposes, certain financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, “S” corporations, expatriates, tax-exempt organizations, Non-U.S. Holders (as defined below), persons who are subject to the alternative minimum tax, persons who hold Shares as a position in a “straddle” or as part of a “hedging” or “conversion” transaction, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, or persons who acquired their Shares upon the exercise of stock options or otherwise as compensation). This summary also does not address the state, local, foreign or other tax consequences of participating in the Offer.

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          You are urged to consult your tax advisor as to the particular consequences to you of participation in the Offer.

          For purposes of this discussion, “U.S. Holder” is a beneficial holder of Shares that for U.S. federal income tax purposes is:

• a citizen or resident of the United States;

• a corporation or other entity treated as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States or any State or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust the administration over which a U.S. court can exercise primary supervision and all of the substantial decisions of which one or more U.S. persons have the authority to control.

          A “Non-U.S. Holder” is a beneficial holder of Shares other than a U.S. Holder.

          An exchange of Shares for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. If an exchange of Shares for cash by a U.S. Holder pursuant to the Offer is treated as a sale or exchange of such Shares for U.S. federal income tax purposes, the holder will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Shares purchased by Mylan. Such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Shares at the time of the exchange exceeds one year.

          The receipt of cash by a U.S. Holder pursuant to the offer will be treated as a sale or exchange for U.S. federal income tax purposes if the exchange:

• is “not essentially equivalent to a dividend” with respect to the U.S. Holder;

• is a “substantially disproportionate” redemption with respect to the U.S. Holder; or

• results in a “complete termination” of the U.S. Holder’s stock interest in Mylan.

          In determining whether any of these tests has been met, a U.S. Holder must take into account not only Shares it actually owns, but also Shares it constructively owns within the meaning of section 318 of the Code (including Shares that may be acquired through options that it owns).

          The receipt of cash by a U.S. Holder pursuant to the Offer will be treated as “not essentially equivalent to a dividend” if it results in a “meaningful reduction” in the U.S. Holder’s stock interest in Mylan. Whether such receipt of cash will result in a meaningful reduction of the U.S. Holder’s proportionate interest in Mylan will depend on the U.S. Holder’s particular facts and circumstances. If, as a result of an exchange of Shares for cash pursuant to the Offer, a U.S. Holder whose relative stock interest in Mylan is minimal (e.g., less than 1%) and who exercises no control over the corporate affairs of Mylan suffers any reduction in its proportionate interest in Mylan (including any ownership of Shares constructively owned), the U.S. Holder should generally be regarded as having suffered a meaningful reduction in its interest in Mylan.

          Satisfaction of the “complete termination” and “substantially disproportionate” exceptions is dependent upon compliance with the respective objective tests set forth in section 302(b)(2) and section 302(b)(3) of the Code. The receipt of cash by a U.S. Holder pursuant to the Offer will result in a “complete termination” if either (1) all of the Shares actually and constructively owned by the U.S. Holder are exchanged for cash pursuant to the Offer or (2) all of the Shares actually owned by the U.S. Holder are exchanged for cash pursuant to the Offer and the U.S. Holder effectively waives the attribution of Shares constructively owned by the U.S. Holder in accordance with the procedures described in section 302(c)(2) of the Code. The receipt of cash by a U.S. Holder pursuant to the Offer will be “substantially disproportionate” if the percentage of the outstanding Common Stock of Mylan actually and

27

constructively owned by the U.S. Holder immediately following the exchange is less than 80% of the percentage of the outstanding Common Stock of Mylan actually and constructively owned by the U.S. Holder immediately before the exchange, and immediately following the exchange, the U.S. Holder actually and constructively owns less than 50% of the total combined voting power of Mylan.

          If a U.S. Holder’s exchange of Shares for cash pursuant to the offer does not constitute a sale or exchange for U.S. federal income tax purposes, the receipt of cash by such U.S. Holder pursuant to the Offer will be treated as a distribution, and the U.S. Holder’s tax basis in the Shares exchanged generally will be added to any Shares retained by the U.S. Holder. The distribution will be treated as a dividend, taxable as ordinary income, to the extent of Mylan’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that the amount of the distribution exceeds Mylan’s current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the U.S. Holder’s tax basis in its Shares, and any remaining portion will be taxable as capital gain. Any such capital gain will be long-term capital gain if the U.S. Holder’s holding period for the Shares at the time of the exchange exceeds one year.

          We cannot predict whether or the extent to which the Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer will cause us to accept fewer Shares than are tendered. Therefore, a beneficial holder can be given no assurance that a sufficient number of such beneficial holder Shares will be purchased pursuant to the Offer to ensure that such purchase will be treated as a sale or exchange, rather than as a dividend, for federal income tax purposes pursuant to the rules discussed above.

          The tax discussion set forth above is not tax advice. You are urged to consult your tax advisor to determine the particular tax consequences to you of the Offer, including the applicability and effect of state, local, foreign and other tax laws.

15. Extension of the Offer; Termination; Amendment.

          Mylan expressly reserves the right, in its sole discretion and subject to applicable law, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 have occurred or are deemed by Mylan to have occurred, to extend the period of time the Offer is open and delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. Mylan also expressly reserves the right, in its sole discretion, to terminate the Offer and reject for payment and not pay for any Shares not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for Shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. The Company’s reservation of the right to delay payment for Shares which it has accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that Mylan must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a Offer. Subject to compliance with applicable law, Mylan further reserves the right, in its sole discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by Mylan to have occurred, to amend the Offer in any respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Shares or by decreasing or increasing the number of Shares being sought in the Offer). Amendments to the Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the notice of the amendment must be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change.

          If Mylan materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, Mylan will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. These rules provide that the

28

minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

(1)	Mylan increases or decreases the price to be paid for Shares, materially increases the Dealer Manager’s fee or increases or decreases the number of Shares being sought in the Offer and, in the event of an increase in the number of Shares being sought, the increase exceeds 2% of the Shares outstanding, and
(2)	the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15,

then in each case the Offer will be extended until the expiration of the period of ten business days. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or Federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, New York City time.

16. Fees and Expenses.

          Mylan has retained Merrill Lynch & Co. to act as the Dealer Manager in connection with the Offer. Merrill Lynch & Co. will receive, for these services, a reasonable and customary fee. We also have agreed to reimburse Merrill Lynch & Co. for reasonable out-of-pocket expenses incurred in connection with the Offer, including fees and expenses of counsel, and to indemnify Merrill Lynch & Co. against certain liabilities in connection with the Offer, including liabilities under the federal securities laws.

          Mylan has retained Morrow & Co., Inc., to act as Information Agent and American Stock Transfer & Trust Company to act as Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by Mylan for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including liabilities under the federal securities laws.

          Mylan will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager) for soliciting tenders of Shares pursuant to the Offer. Shareholders holding Shares through brokers, dealers and other nominee shareholders are urged to consult the brokers, dealers and other nominee shareholders to determine whether transaction costs may apply if shareholders tender Shares through the brokers, dealers and other nominee shareholders and not directly to the Depositary. Mylan will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of Mylan, the Information Agent or the Depositary for purposes of the Offer. Mylan will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Shares except as otherwise provided in Instruction 7 to the Letter of Transmittal.

17. Miscellaneous.

          Mylan is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If Mylan becomes aware of any jurisdiction where the making of the Offer or the acceptance of Shares pursuant to the Offer is not in compliance with any valid applicable law, Mylan will make a good faith effort to comply with the applicable law. If, after a good faith effort, Mylan cannot comply with the applicable law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of Shares residing in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on Mylan’s behalf by one or more registered brokers or dealers licensed under the laws of the jurisdiction.

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          Pursuant to Rule 13e-4 promulgated under the Exchange Act, Mylan has filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information relating to the Offer. The Schedule TO, including the exhibits and any amendments thereto, may be examined, and copies may be obtained, at the same places and in the same manner set forth in Section 11 with respect to information concerning Mylan.

          Tendering shareholders should rely only on the information contained in this document or to which we have referred you. Mylan has not authorized anyone to provide you with information or make any representation on behalf of Mylan in connection with the Offer other than those contained in this Offer to Purchase, the related Letter of Transmittal or in the other documents that constitute a part of the Offer. If given or made, you should not rely on that information or representation as having been authorized by Mylan or the Dealer Manager.

Mylan Laboratories Inc.

June 16, 2005

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Annex A

MYLAN LABORATORIES INC.

FOR IMMEDIATE RELEASE CONTACTS:

Patrick Fitzgerald (Public Relations)

Mylan Laboratories Inc.

724.514.1800

Kris King (Investor Relations)

Mylan Laboratories Inc.

724.514.1800

MYLAN LABORATORIES ANNOUNCES $1.25 BILLION SHARE BUYBACK,

EXPECTED TO REPRESENT NEARLY 25% OF THE COMPANY’S STOCK

COMPANY ALSO ANNOUNCES ADDITIONAL STRATEGIC INITIATIVES:

– PLANS TO OUT-LICENSE NEBIVOLOL –

– DOUBLES ANNUAL DIVIDEND –

– PROVIDES 2 YEARS OF REVENUE AND ADJUSTED EPS GUIDANCE –

          PITTSBURGH, PA — June 14, 2005 — Mylan Laboratories Inc. (NYSE: MYL) today announced several key strategic initiatives, including a $1.25 billion share buyback, comprised of a modified “Dutch Auction” self-tender for up to approximately 48.8 million shares (up to $1 billion) and a $250 million follow-on share repurchase program in the open market or otherwise. These share repurchases will represent, upon completion, nearly 25% of the Company’s outstanding shares. In addition, the Company announced today that is increasing its annual dividend by 100%, effective as of the first quarter ending June 30, 2005. Mylan also announced plans to out-license nebivolol, the highly anticipated next-generation beta blocker.

          In addition to these actions, the Company today also announced adjusted diluted EPS guidance of $0.92 to $1.15 in fiscal 2006 and $1.20 to $1.74 in fiscal 2007. A presentation with more specific information concerning these announcements is being provided via a live investor conference call and webcast, which is being archived and is available on www.mylan.com until June 21, 2005.

          Robert J. Coury, Mylan’s Vice Chairman and Chief Executive Officer, commented: “These strategic announcements demonstrate Mylan’s continued commitment to enhancing our leading position in the generic pharmaceutical industry, while optimizing value for our shareholders. We are extremely well positioned to capitalize on multiple new product and other opportunities, and we believe today’s announcements will be accretive to our shareholders and position the Company for significantly enhanced potential EPS growth.”

$1.25 Billion Share Buyback Program

          Mylan announced today that on June 16, 2005 it will commence a modified “Dutch Auction” self-tender for up to approximately 48.8 million shares (up to $1 billion) of its common stock. In the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price not less than $18.00 per share or more than $20.50 per share. Based on the number of shares tendered and the prices specified by the tendering shareholders, Mylan will determine the lowest per share price within the range that will enable it to buy up to approximately 48.8 million shares, or such lesser number of shares as are properly tendered. If more than approximately 48.8 million shares are properly tendered at or below the determined price per share, Mylan will purchase shares tendered by such shareholders, at the determined price per share, on a pro rata basis, as will be specified in the offer to purchase relating to the tender offer that will be distributed to shareholders. Shareholders whose shares are purchased in the tender offer will be paid the determined price per share, net in cash, without interest, promptly following the expiration of the tender offer period, as it may be extended. Additionally, in the event the final purchase

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price is less than the maximum price of $20.50 per share and more than approximately 48.8 million shares are tendered, Mylan intends to exercise its right to purchase up to an additional 2% of its outstanding common stock without extending the tender offer, so that the Company can repurchase up to $1 billion of its common stock. The tender offer will not be contingent upon any minimum number of shares being tendered. The tender offer will be subject to a number of other terms and conditions, including the financing condition described below, as will be described in the offer to purchase. The tender offer will expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, unless extended.

          Subsequent to the completion of the Dutch Auction self-tender, Mylan plans to buy back up to an additional $250 million of its common stock from time to time on the open market or otherwise. Upon completion of the self-tender and the open market purchases, and depending on the actual purchase price, the Company expects to have repurchased a total of nearly 25% of Mylan’s outstanding shares.

          Mr. Coury further stated, “We believe that the Dutch auction self-tender and follow-on buyback properly creates the right balance between doing what is right for our business and delivering value to our shareholders. As it relates to our business, the sheer magnitude of this buyback will enhance the impact to earnings per share going forward of any and all new opportunities that we add to our existing base, such as any future successful Paragraph IV challenges. We also believe that the positive impact of the nebivolol opportunity, combined with the strength of our generics pipeline, will be magnified for our shareholders due to the significant reduction in our shares outstanding.”

          Mylan has obtained a commitment letter from Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated for $975 million in commitments, of which it is expected that $775 million will be used, along with cash on hand, to finance the tender offer and the follow-on repurchase program. Accordingly, the tender offer will be conditioned upon receipt of this financing pursuant to the terms and conditions contained in the commitment letter and on terms satisfactory to Mylan on or prior to the expiration date of the tender offer and other customary conditions. Merrill Lynch & Co. is also the Company’s financial advisor and the dealer manager for the tender offer. The information agent is Morrow & Co. and the depositary is American Stock Transfer Company. The offer to repurchase, letter of transmittal and related documents will be mailed to shareholders of record and will also be made available for distribution to beneficial owners of Mylan common stock. The remaining $200 million of the commitment is a revolving credit facility that may be used for general corporate purposes.

Dividend

          Mylan also announced today that it will double its annual dividend from $0.12 per share to $0.24 per share. This dividend increase is effective with the dividend to be paid for the first quarter of fiscal 2006. The increased quarterly dividend of $0.06 per share will be payable on July 15, 2005 to Mylan shareholders of record at the close of business on June 30, 2005.

          “Our enhanced dividend policy going forward reflects our long-standing commitment to focus on total return to shareholders, by striking a strong balance between share appreciation and our dividend,” commented Mr. Coury.

Nebivolol

          Mylan announced that it has decided to out-license nebivolol and provided an overview of the clinical program and commercialization potential of this highly anticipated beta-blocker.

          Mr. Coury further commented: “At this time, we believe out-licensing nebivolol is the best available option that will allow us to effectively launch this important product with minimal risk, while maximizing the potential opportunity for our shareholders. In addition, we believe that this approach will allow us to commercialize the product in a way that is both cash-efficient and non-dilutive.”

          The nebivolol NDA for a hypertension indication was submitted to the Food and Drug Administration (“FDA”) in April 2004, and Mylan has now received an Approvable Letter from the

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FDA. Final approval of nebivolol is contingent upon successfully satisfying additional FDA requirements regarding certain aspects of pre-clinical data and finalization of the labeling. The pre-clinical data submitted in the NDA was based upon studies previously conducted by Janssen Pharmaceutica Belgium (currently JNJ Pharmaceuticals R&D Beerse), the company from which Mylan licensed the product. Currently Mylan is conducting a pre-clinical study designed to address the questions posed by the FDA. The Company believes that the data from the ongoing pre-clinical study will satisfactorily resolve the FDA’s questions and is committed to working diligently with the FDA towards final approval.

          Mylan also announced that it has signed a collaboration agreement with Menarini International Operations Luxemburg (“Menarini”), one of the largest privately-held European pharmaceutical companies and the company that markets nebivolol in Europe, that allows Mylan to use the Study of Effects of Nebivolol Intervention on Outcomes and Rehospitalization in Seniors with Heart Failure (“SENIORS”) trial in support of a US submission for congestive heart failure indication (“CHF”). Mylan anticipates filing a CHF NDA using the SENIORS trial and supportive data to request a CHF indication.

Mylan Bertek

          Mylan also announced today that it will be closing its Mylan Bertek subsidiary, and will transfer responsibility for selling Mylan Bertek’s products to its Mylan Pharmaceuticals and UDL subsidiaries.

          Mr. Coury further commented: “After careful evaluation, we have concluded that the existing Mylan Bertek business is not the type of brand platform that would enable us to fulfill our long stated vision and objective of becoming a more balanced specialty pharmaceutical company. We believe that closing Mylan Bertek will streamline our operations and result in significant cost savings.”

Financial Guidance for Fiscal 2006 and Fiscal 2007

          Mylan today also provided financial guidance for fiscal 2006 and fiscal 2007. For fiscal 2006, the Company is forecasting adjusted diluted EPS in the range of $0.92 to $1.15 per share, and net revenues in the range of $1,135 million to $1,340 million. The Company reported that these estimates only include a partial year benefit from the share repurchases and do not include certain ongoing research and development and marketing costs related to nebivolol that will be incurred until an out-licensing agreement is signed. It also excludes all Mylan Bertek costs, including costs related to the restructuring. For fiscal 2007, Mylan is projecting adjusted diluted EPS in the range of $1.20 to $1.74 per share and net revenues in the range of $1,250 million to $1,600 million. Over the longer term, Mylan is projecting a compounded annual growth rate in EPS of approximately 20% over the next five years. A reconciliation of adjusted diluted EPS guidance to GAAP diluted EPS guidance is attached as an appendix to this press release.

          Edward Borkowski, Mylan’s Chief Financial Officer, stated: “We view the current fiscal year as a restructuring and transitional year. It is important to note that the spread in both the fiscal 2006 and 2007 guidance reflects the potential upside from the opportunities Mylan has before it. The low end of our guidance assumes no Paragraph IV wins. The high end of our guidance assumes that we are successful in our litigation against the brand companies on all six of our fiscal 2006 and 2007 potential Paragraph IV challenges, but we will still have competition from an authorized generic at launch.”

          Mr. Coury concluded: “As we have said many times before, Mylan’s Board and management team are committed to maximizing shareholder value and total return of shareholder equity. Today, we have announced a number of measures that we believe strike the balance between positioning Mylan for both short- and long-term success while delivering total return to shareholders through share appreciation and our dividend policy.”

Other Matters

          Mylan also reacted to the letter dated June 1, 2005, in which an entity controlled by Carl Icahn referred to its purported interest in acquiring the Company at $20 per share. The Company noted that this

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letter was simply a reiteration of a letter Mr. Icahn sent to the Company last November. At that time, Mylan’s Board of Directors concluded that Mr. Icahn had not made a serious offer for the Company and that discussions with him were not in the best interests of the Company. In view of the passage of time, the Board considered Mr. Icahn’s latest letter and reached the same determination that it reached last November.

About Mylan Laboratories

          Mylan Laboratories Inc. is a leading pharmaceutical company with four subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc., UDL Laboratories, Inc. and Mylan Bertek Pharmaceuticals Inc., that develop, license, manufacture, market and distribute an extensive line of generic and proprietary products.

          For more information about Mylan, visit www.mylan.com.

Additional Information and Where to Find It:

          IN CONNECTION WITH MYLAN’S 2005 ANNUAL MEETING OF SHAREHOLDERS (THE “ANNUAL MEETING”), MYLAN WILL FILE RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), INCLUDING A PRELIMINARY PROXY STATEMENT AND A DEFINITIVE PROXY STATEMENT. INVESTORS AND SHAREHOLDERS OF MYLAN ARE URGED TO CAREFULLY READ THESE MATERIALS (IF AND WHEN THEY BECOME AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.

          INVESTORS AND SHAREHOLDERS MAY OBTAIN THESE DOCUMENTS (AND ANY OTHER DOCUMENTS FILED BY MYLAN WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING) FREE OF CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE DOCUMENTS FILED WITH THE SEC BY MYLAN MAY BE OBTAINED FREE OF CHARGE BY DIRECTING SUCH REQUESTS TO: MYLAN LABORATORIES INC., ATTENTION: INVESTOR RELATIONS, 1500 CORPORATE DRIVE, CANONSBURG, PA 15317, OR FROM MYLAN’S WEBSITE AT WWW.MYLAN.COM.

          Mylan, its executive officers and its directors may be deemed to be participants in Mylan’s solicitation of proxies from shareholders in connection with the Annual Meeting scheduled to be held on October 28, 2005. Information about the executive officers and directors of Mylan and their ownership of Mylan common stock is set forth in the proxy statement for Mylan’s 2004 Annual Meeting of Shareholders, which was filed with the SEC on June 28, 2004, and in press releases and Forms 3 and 4 for executive officers who have since joined Mylan, and in Forms 4 and 5 filed thereafter.

          This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Mylan common stock. The solicitation and the offers to buy Mylan common stock will only be made pursuant to a separate offer to purchase and related materials. At the time the tender offer is commenced, Mylan will file a Tender Offer Statement on Schedule TO with the SEC. Shareholders should carefully read the Tender Offer Statement, the offer to purchase, the related letter of transmittal and other related materials when they are available because they will contain important information, including the various terms and conditions of the offer. The offer to purchase, the related letter of transmittal and certain other documents are expected to be sent to all holders of Mylan common stock, at no expense to them, promptly following commencement of the offer. The Tender Offer statement (including the offer to purchase the related letter of transmittal and all other offer documents filed by Mylan with the SEC) will also be available at no charge at the SEC’s website at http://www.sec.gov. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.

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Forward-Looking Statements

          This press release includes statements that constitute “forward-looking statements”, including with regard to the Company’s future revenues and earnings per share; the share buy-back and its anticipated effects; the Company’s growth and product opportunities; the final approval and success of nebivolol; the impact of the closing of Mylan Bertek; the dividend increase; and the Company’s future success. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the Company’s ability to successfully develop, license or otherwise acquire and introduce new products on a timely basis in relation to competing product introductions; the Company’s ability to obtain required FDA approvals for new products on a timely basis; uncertainties regarding continued market acceptance of and demand for the Company’s products; the Company’s periodic dependence on a relatively small group of products as a significant source of its net revenue or net income; unexpected delays in the Company’s ability to submit applications to the FDA; risks inherent in legal proceedings; the effects of vigorous competition on commercial acceptance of the Company’s products and their pricing, including, without limitation, the impact of the entry of generic competition for fentanyl; a regulatory or other delay impacting the launch of nebivolol; the high cost and uncertainty associated with compliance with extensive regulation of the pharmaceutical industry; the possibility that the calculation and reporting of amounts owed in respect of Medicaid and other governmental pricing programs could be challenged, and that sanctions or penalties could be assessed; the significant research and development expenditures the Company makes to develop products, the commercial success of which is uncertain; the possible loss of business from the Company’s concentrated customer base; the potential costs and product introduction delays that may result from use of legal, regulatory and legislative strategies by the Company’s competitors and other third parties, including the practice of “authorized generics” and the use of citizen’s petitions to delay or prevent product introductions; the Company’s dependence on third party suppliers and distributors for raw materials; the possible negative effects of any interruption of manufacturing of products at the Company’s principal facilities; the effects of consolidation of the Company’s customer base; uncertainties regarding patent, intellectual and other proprietary property protections; the expending of substantial resources associated with litigation involving patent or other intellectual property protection of products; possible reductions in reimbursement rates for pharmaceutical products; possible negative effects on product pricing of current or future legislative or regulatory programs, including state Medicaid programs; uncertainties regarding the Company’s performance under indemnification clauses in certain material agreements; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements in accordance with GAAP and related standards; uncertainties and matters beyond the control of management, which could affect the Company’s earnings guidance, as well as the subjectivity inherent in any probability weighted analysis underlying the Company’s assumptions and estimates with respect to the future. These cautionary statements should be considered in connection with any subsequent written or oral forward-looking statements that may be made by the Company or by persons acting on its behalf and in conjunction with its periodic SEC filings. In addition, please refer to the cautionary statements and risk factors in Item I of the Company’s Form 10-K for the year ended March 31, 2005, and in its other filings with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

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Appendix:

Reconciliation of Adjusted EPS Guidance to GAAP EPS Guidance(1)

	Fiscal 2006
	Low			High
Adjusted diluted EPS	$	0.92		$	1.15
Mylan Bertek and nebivolol expenses	$	(0.11	)	$	(0.11	)
Restructuring charges and other non-recurring expenses	$	(0.05	)	$	(0.05	)
GAAP diluted EPS	$	0.76		$	0.99

(1)  Fiscal 2007 guidance excludes any potential impact for stock-based compensation expenses upon adoption of SFAS No. 123(R), Share-Based Payment. Management is currently assessing the impact that adoption of SFAS No. 123(R) will have on the Company’s consolidated financial statements.

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          Facsimile copies of the Letter of Transmittal, properly completed and duly signed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of Mylan Laboratories Inc. or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at one of the addresses set forth below:

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Hand:	By Mail or Overnight Delivery:
59 Maiden Lane New York, New York 10038	American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201-15th Avenue Brooklyn, NY 11219

By Facsimile:

(For Eligible Institutions Only)

(718) 234-5001

For Confirmation Telephone:

(877) 248-6417

          Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow & Co., Inc.

445 Park Avenue, 5th Floor

New York, New York 10022

(212) 754-8000

Shareholders Please Call Toll Free: (800) 607-0088

Banks and Brokers Call (800) 654-2468

E-mail: mylan.info@morrowco.com

The Dealer Manager for the Offer is:

Merrill Lynch & Co.

4 World Financial Center

New York, New York 10080

Telephone: (609) 818-8000

Toll-Free: (877) 653-2948

EX-99.A.1.A

EX-99.A.1.A

EX-99.A.1.B

Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

to Tender Shares of Common Stock

(Including the Associated Preferred Stock Purchase Rights)

of

MYLAN LABORATORIES INC.

Pursuant to its Offer to Purchase dated June 16, 2005

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 15, 2005, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Hand:	By Mail or Overnight Delivery:
59 Maiden Lane New York, New York 10038	American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201-15th Avenue Brooklyn, NY 11219

     Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

     This Letter of Transmittal may not be used to tender Shares held in the Mylan Laboratories Inc. Profit Sharing 401(k) Plan. Instead, you must use the separate Direction Form included with the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan.”

DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es)
of Registered Holder(s)	Description of Shares
(Please fill in, if blank, exactly as name(s)	Tendered (Attach Additional
appear(s) on Share Certificate(s))	Signed List if Necessary)
		Total Number of
		Shares Evidenced
	Share Certificate	by Share	Number of Shares
	Number(s)*	Certificate(s)	Tendered**
		Total Shares
Indicate in this box the order (by certificate number) in which Shares are to be purchased in event of proration.*** Attach additional signed list if necessary. See Instruction 8.
1st: 2nd: 3rd: 4th: 5th:
* DOES NOT need to be completed by shareholders tendering Shares by book-entry transfer.  ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each certificate delivered to the Depositary are being tendered hereby. See Instruction 4. *** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.

      You should use this Letter of Transmittal if you are tendering physical certificates, or are causing the Shares to be delivered by book-entry transfer to the Depositary’s account at The Depository Trust Company (which is hereinafter referred to as the “DTC”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase.

      All capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

      The Offer is not being made to (nor will tender of Shares be accepted from or on behalf of) shareholders in any jurisdiction where it would be illegal to do so.

      Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Certificates for Shares, together with a properly completed Letter of Transmittal and any other documents required by this Letter of Transmittal, must be delivered to the Depositary and not to Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan”), or Morrow & Co., Inc., the Information Agent. Any documents delivered to Mylan or the Information Agent will not be forwarded to the Depositary and will not be deemed to be properly tendered. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE DEPOSITORY TRUST COMPANY (“DTC”) DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

      This Letter of Transmittal is to be completed only if (a) certificates representing Shares are to be forwarded herewith, or (b) an Agent’s Message (as defined in the Offer to Purchase) is utilized, and a tender of Shares is to be made concurrently by book-entry transfer to the account maintained by DTC pursuant to Section 3 of the Offer to Purchase. If a shareholder desires to tender Shares pursuant to the Offer and the shareholder’s Share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date (as defined in the Offer to Purchase), or the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the Expiration Date, the Shares still may be tendered, if all of the conditions set forth in Section 3 of the Offer to Purchase are satisfied. See Instruction 2.

      The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates representing Shares tendered. The certificate numbers, the number of Shares represented by the certificates and the number of Shares that the undersigned wishes to tender should be set forth in the appropriate boxes above.

2

Additional Information if Shares Have Been Lost, Are Being Delivered By Book-Entry Transfer or Are Being Delivered Pursuant to a Prior Notice of Guaranteed Delivery

LOST, DESTROYED OR STOLEN CERTIFICATE(S)

(See Instruction 14)

          If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation.

BOOK-ENTRY TRANSFER

(See Instruction 2)

o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Account No.:

Transaction Code No.:

PRIOR GUARANTEED DELIVERY

(See Instruction 2)

o CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Date of execution of Notice of Guaranteed Delivery:

Name of Institution that Guaranteed Delivery:

Window Ticket Number (if any):

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX

IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER

(See Instruction 5)

o The undersigned wishes to maximize the chance of having Mylan purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price (as hereinafter defined) determined by Mylan pursuant to the Offer (as hereinafter defined). Note that this election could result in your Shares being purchased at the minimum price of $18.00 per Share.

 — OR —

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SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER

(See Instruction 5)

          By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by Mylan will be purchased at the Purchase Price. A shareholder who wishes to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o$18.00	o$18.75	o$19.50	o$20.25
o$18.25	o$19.00	o$19.75	o$20.50
o$18.50	o$19.25	o$20.00

CONDITIONAL TENDER

(See Instruction 15)

          A shareholder may tender his or her Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to this Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Any shareholder desiring to make a conditional tender must so indicate in the box captioned “Conditional Tender” below. It is the tendering shareholder’s responsibility to determine the minimum number of Shares to be purchased.

          If the effect of accepting tenders on a pro rata basis would be to reduce the number of Shares to be purchased from any shareholder (tendered pursuant to this Letter of Transmittal or Notice of Guaranteed Delivery) below the minimum number specified, the tender will automatically be regarded as withdrawn (except as provided in Section 6 of the Offer to Purchase). All Shares tendered by a shareholder subject to a conditional tender pursuant to this Letter of Transmittal or Notice of Guaranteed Delivery and regarded as withdrawn as a result of proration will be returned as promptly as practicable after the Expiration Date.

o Unless this box has been checked and a minimum specified, the tender will be deemed unconditional.

o The minimum number of Shares that must be purchased, if any are purchased, is                      Shares.

          The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Mylan may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may accept for payment fewer than all of the Shares tendered. In any event, the undersigned understands that certificate(s) for any Shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” below.

          The undersigned understands that acceptance of Shares by Mylan for payment will constitute a binding agreement between the undersigned and Mylan upon the terms and subject to the conditions of the Offer.

          The check for the aggregate net Purchase Price for the Shares tendered and purchased will be issued to the order of the undersigned and mailed to the address indicated in the box entitled “Description of Shares Tendered” above, unless otherwise indicated in the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” below. The undersigned acknowledges that Mylan has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of its registered holder(s), or to order the registration or transfer of any Shares tendered by book-entry transfer, if Mylan does not purchase any of the Shares.

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SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, and 9)

   To be completed ONLY if certificate(s) for Shares not tendered or not purchased and/or any check for the Purchase Price are to be issued in the name of someone other than the undersigned, or if Shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at DTC other than that designated above.

Issue:

o  Check

o  Share Certificate(s) to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Zip Code)

(Tax Identification or Social Security Number)

(Complete Substitute Form W-9)

o  Credit Shares delivered by book-entry transfer and not purchased to the account set forth below:

Account Number:

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 4, and 9)

   To be completed ONLY if certificate(s) for Shares not tendered or not purchased and/or any check for the Purchase Price are to be mailed or sent to someone other than the undersigned, or to the undersigned at an address other than that designated in the box entitled “Description of Shares Tendered” above.

Mail:

o  Check

o  Share Certificate(s) to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Zip Code)

(Tax Identification or Social Security Number)

(Complete Substitute Form W-9)

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IMPORTANT

SHAREHOLDERS SIGN HERE

(Please Complete and Return the Attached Substitute Form W-9.)

(Must be signed by the registered holder(s) exactly as such holder(s) name(s) appear(s) on certificate(s) for Shares or on a security position listing or by person(s) authorized to become the registered holder(s) thereof by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.)

Signature(s) of Owner(s): 

Dated: 

Name(s): 

(Please Print)

Capacity (full title): 

Address: 

(Include Zip Code)

Daytime Area Code and Telephone Number: 

Taxpayer Identification or
Social Security Number: 

(See Substitute Form W-9)

GUARANTEE OF SIGNATURE(S)

(If Required — See Instructions 1 and 6)

Authorized Signature: 

Name: 

(Please Print)

Title: 

Name of Firm: 

Address: 

(Include Zip Code)

Area Code and Telephone Number: 

Dated: 

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Ladies and Gentlemen:

          The undersigned hereby tenders to Mylan, upon the terms and subject to the conditions described in the Offer to Purchase dated June 16, 2005 (the “Offer to Purchase”), and in this Letter of Transmittal (which together, as each may be supplemented or amended from time to time, constitute the “Offer”), receipt of which is hereby acknowledged, the number (indicated herein) of shares of Mylan’s common stock, par value $0.50 per share (the “Shares”). Unless the context requires otherwise, all references to Shares shall refer to the shares of common stock, par value $0.50 per share, of Mylan and shall include the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 22, 1996, between Mylan and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004. All Shares tendered and purchased will include such associated preferred stock purchase rights.

          Subject to, and effective upon, acceptance for payment of the Shares tendered in accordance with the terms and subject to the conditions of the Offer, including, if the Offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned hereby sells, assigns and transfers to, or upon the order of, Mylan all right, title and interest in and to all Shares tendered and orders the registration of all Shares if tendered by book-entry transfer and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Shares with full knowledge that the Depositary also acts as the agent of Mylan, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to:

          (a) deliver certificate(s) representing the Shares or transfer of ownership of the Shares on the account books maintained by DTC, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Mylan upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price with respect to the Shares;

          (b) present certificates for the Shares for cancellation and transfer on the books of Mylan; and

          (c) receive all benefits and otherwise exercise all rights of beneficial ownership of the Shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the Offer.

          The undersigned understands that Mylan will determine a single per Share price, not greater than $20.50 nor less than $18.00 per Share, that it will pay for Shares validly tendered and not properly withdrawn pursuant to the Offer, after taking into account the number of Shares so tendered and the prices specified by tendering shareholders. The undersigned understands that Mylan will select the lowest price (the “Purchase Price”) that will allow it to purchase 48,780,487 Shares (subject to its right to increase the total number of Shares purchased to the extent permitted by law) or, if a lesser number of Shares are validly tendered and not withdrawn, all such Shares that are properly tendered and not properly withdrawn. All Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn will be purchased, subject to the conditions of the Offer and the proration and conditional tender provisions described in the Offer to Purchase. The undersigned understands that all shareholders whose Shares are purchased by Mylan will receive the same Purchase Price for each Share purchased in the Offer.

          The undersigned covenants, represents and warrants to Mylan that the undersigned:

          (1) has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) in the Shares or equivalent securities at least equal to the Shares being tendered and that the tender of Shares complies with Rule 14e-4;

          (2) has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and when and to the extent accepted for payment, Mylan will acquire good, marketable and unencumbered title to the tendered Shares, free and clear of all security interests, liens,

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restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Shares, and not subject to any adverse claims;

          (3) understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that (i) the undersigned has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Exchange Act, in the Shares or equivalent securities at least equal to the Shares being tendered, and (ii) the tender of Shares complies with Rule 14e-4; and

          (4) will, upon request, execute and deliver any additional documents deemed by the Depositary or Mylan to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby.

          The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Mylan upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will Mylan pay interest on the Purchase Price, including without limitation by reason of any delay in making payment.

          The undersigned recognizes that Mylan has no obligation, pursuant to the “Special Payment Instructions”, to transfer any Shares from the name of the registered holder(s) thereof, if Mylan does not accept for payment any of the Shares so tendered.

          Unless otherwise indicated under “Special Payment Instructions”, please issue the check for the Purchase Price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld), and return any Shares not tendered or not purchased, in the name(s) of the undersigned or, in the case of Shares tendered by book-entry transfer, by credit to the account at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions”, please mail the check for the Purchase Price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Payment Instructions” and “Special Delivery Instructions” are completed, please issue the check for the Purchase Price of any Shares purchased (less the amount of any federal income or backup withholding tax required to be withheld) and return any Shares not tendered or not purchased in the name(s) of, and mail said check and any certificates to, the person(s) so indicated.

          All authority conferred or agreed to be conferred will survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder will be binding on the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

          If you participate in the Mylan Laboratories Inc. Profit Sharing 401(k) Plan you may not use this Letter of Transmittal to direct the tender of the Shares attributable to your account. Instead, you must use the separate Direction Form included with the “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” sent to participants in the plan. If you participate in the Mylan Laboratories Inc. Profit Sharing 401(k) Plan you should read the separate “Letter from Mylan Laboratories Inc. to Participants in its Profit Sharing 401(k) Plan” and the Direction Form and related materials carefully.

          1. Guarantee of Signatures. No signature guarantee is required if:

          (a) this Letter of Transmittal is signed by the registered holder of the Shares whose name appears on a security position listing as the owner of the Shares tendered and the holder has not completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal; or

          (b) Shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing constituting an “Eligible Institution”).

          In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.

          2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed only if certificates for Shares are delivered with it to the Depositary (or the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for Shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered Shares or confirmation of a book-entry transfer into the Depositary’s account at DTC of Shares tendered electronically, together in each case with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any required signature guarantees and other documents required by the Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth in this document and must be received by the Depositary on or before the Expiration Date. Delivery of this Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

          Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and the shareholder’s Share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the Expiration Date, the Shares still may be tendered, if all of the following conditions are satisfied:

          (a) the tender is made by or through an Eligible Institution;

          (b) the Depositary receives by hand, mail, overnight courier, or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form Mylan has provided with the Offer to Purchase, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and

          (c) the certificates for all tendered Shares, in proper form for transfer (or confirmation of book-entry transfer of the Shares into the Depositary’s account at DTC), together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message in the case of a book-entry transfer, and any required signature guarantees and other documents required by the Letter of Transmittal, are received by

9

the Depositary within three business days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery.

          The method of delivery of all documents, including certificates for Shares, this Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

          Except as specifically permitted by Section 6 of the Offer to Purchase, Mylan will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of this Letter of Transmittal), waive any right to receive any notice of the acceptance of their tender.

          3. Inadequate Space. If the space provided in the box entitled “Description of Shares Tendered” above is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.

          4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the Shares evidenced by any certificate are to be tendered, fill in the number of Shares that are to be tendered in the column entitled “Number of Shares Tendered” in the box entitled “Description of Shares Tendered” above. In that case, if any tendered Shares are purchased, a new certificate for the remainder of the Shares (including any Shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all Shares represented by the certificate(s) set forth above and delivered to the Depositary will be deemed to have been tendered.

          5. Indication of Price at Which Shares Are Being Tendered. In order to validly tender by this Letter of Transmittal, tendering shareholders must either:

          (a) check the box under “Shares Tendered at Price Determined Pursuant to the Offer”; OR

          (b) check the box indicating the price per Share at which such Shares are being tendered under “Shares Tendered at Price Determined by Shareholder”.

          By checking the box under “Shares Tendered at Price Determined Pursuant to the Offer”, the shareholder agrees to accept the Purchase Price resulting from the Offer process, which may be as low as $18.00 or as high as $20.50 per Share. By checking a box under “Shares Tendered at Price Determined by Shareholder”, the shareholder acknowledges that doing so could result in none of his or her Shares being purchased if the Purchase Price for the Shares is less than the price the shareholder checked.

          Shareholders may only check one box. If more than one box is checked or no boxes are checked, then the shareholder will not be deemed to have validly tendered his or her Shares. Shareholders wishing to tender portions of their Shares at different prices must complete a separate Letter of Transmittal for each price at which they wish to tender each such portion of their Shares. Shareholders cannot tender the same Shares at more than one price (unless they previously tendered and withdrew those Shares, as provided in Section 4 of the Offer to Purchase).

          6. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

          (a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

          (b) If any of the Shares tendered hereby are registered in the names of two or more persons, all such persons must sign this Letter of Transmittal.

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          (c) If any of the Shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimile) as there are different registrations of certificates.

          (d) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsement(s) of certificate(s) representing the Shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on the certificate(s) must be guaranteed by an Eligible Institution.

          (e) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or certificate(s) for Shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on the certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1.

          (f) If this Letter of Transmittal or any certificate(s) or stock power(s) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing this Letter of Transmittal and must submit proper evidence satisfactory to the Depositary which is satisfactory to Mylan of his or her authority to so act.

          7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover tax stamps need accompany this Letter of Transmittal. Mylan will pay any stock transfer taxes payable on the transfer to it of Shares purchased pursuant to the Offer. If, however, either (a) payment of the Purchase Price for Shares tendered and accepted for purchase is to be made to any person other than the registered holder(s), (b) Shares not tendered or not accepted for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s) or (c) certificate(s) representing tendered Shares are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the Purchase Price the amount of any stock transfer taxes (whether imposed on the registered holder(s), other person(s) or otherwise) payable on account of the transfer to that person, unless satisfactory evidence of the payment of the taxes or any exemption therefrom is submitted.

          8. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event that as a result of the proration provisions or otherwise, some but not all of the tendered Shares are purchased in the Offer. The order of purchase may have an effect on the federal income tax treatment of the Purchase Price for the Shares purchased. See Section 1 of the Offer to Purchase.

          9. Special Payment and Delivery Instructions. If certificate(s) for Shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of this Letter of Transmittal or if the certificates and/or checks are to be sent to someone other than the person signing this Letter of Transmittal or to the signer at a different address, the box entitled “Special Payment Instructions” and/or the box entitled “Special Delivery Instructions” on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1.

          10. Irregularities. All questions as to the number of Shares to be accepted, the Purchase Price to be paid for Shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Mylan, in its reasonable discretion, and its determination will be final and binding on all parties. Mylan reserves the absolute right to reject any or all tenders of any Shares that it determines are not in proper form or the acceptance for payment of or payment for which may, in the opinion of Mylan’s counsel, be unlawful. Mylan also reserves the absolute right to waive any of the conditions of the Offer with respect to all tendered Shares and Mylan’s interpretation of the terms of the Offer will be final and binding on all parties. Mylan also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares or any

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particular shareholder. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by Mylan. Mylan will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Shares. None of Mylan, the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice.

          11. Questions and Requests for Assistance and Additional Copies. Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth at the end of this Letter of Transmittal. Shareholders may request additional copies of the Offer to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery from the Information Agent at its address and telephone numbers set forth at the end of this Letter of Transmittal.

          12. Important Tax Information and Substitute Form W-9. Under the U.S. federal income tax backup withholding rules, unless an exemption applies under the applicable law and regulations, 28% of the gross proceeds payable to a shareholder or other payee pursuant to the Offer must be withheld and remitted to the Internal Revenue Service (the “IRS”), unless the shareholder or other payee provides its taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, each tendering shareholder that is a U.S. Holder (as defined in the Offer to Purchase) should complete and sign the Substitute Form W-9 included as part of this Letter of Transmittal in order to provide the information and certification necessary to avoid backup withholding, unless the shareholder otherwise establishes to the satisfaction of the Depositary that the shareholder is not subject to backup withholding. If a U.S. Holder does not provide the Depositary with the correct taxpayer identification number, the U.S. Holder may be subject to penalties imposed by the IRS. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain “exempt recipients” (including, among others, all corporations and certain Non-U.S. Holders, as defined in Section 14 of the Offer to Purchase) are not subject to backup withholding. In order for a Non-U.S. Holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8BEN (or successor form), signed under penalties of perjury, attesting to that shareholder’s exempt status. This form can be obtained from the Depositary.

          To prevent U.S. federal income tax backup withholding equal to 28% of the gross payment made to shareholders for Shares purchased pursuant to the Offer, each shareholder that is a U.S. Holder and does not otherwise establish an exemption from the backup withholding must provide the Depositary with the shareholder’s correct taxpayer identification number by completing the Substitute Form W-9 set forth in this document, certifying that the taxpayer identification number provided is correct (or that the shareholder is awaiting a taxpayer identification number) and that (i) the shareholder is exempt from backup withholding, (ii) the shareholder has not been notified by the IRS that the shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the shareholder that the shareholder is no longer subject to backup withholding.

          Even if a Non-U.S. Holder has provided the required certification to avoid backup withholding, the Depositary will withhold U.S. federal income taxes equal to 30% of the gross payments payable to the Non-U.S. Holder or his agent unless the Depositary determines that a reduced rate of withholding is available under a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States (and, if a treaty applies, the gross proceeds are generally attributable to the United States permanent establishment maintained by such Non-U.S. Holder). To obtain a reduced rate of withholding under a tax treaty, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8BEN (or successor form) before the payment is made. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the United States, a Non-U.S. Holder must deliver to the Depositary a properly completed and executed IRS Form W-8ECI (or successor form).

12

          A Non-U.S. Holder that qualifies for an exemption from withholding by delivering IRS Form W-8ECI (or successor form) will generally be required to file a U.S. federal income tax return and generally will be subject to U.S. federal income tax on income derived from the sale of Shares pursuant to the Offer in the manner and to the extent described in Section 14 of the Offer to Purchase as if it were a U.S. Holder, and in the case of a foreign corporation, such income may be subject to the branch profit tax at a rate of 30% (or a lower rate specified in an applicable income tax treaty). The Depositary will determine a shareholder’s status as a Non-U.S. Holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding, valid certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form W-8BEN (or successor form) or IRS Form W-8ECI (or successor form)) unless facts and circumstances indicate that reliance is not warranted.

          A Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if the Non-U.S. Holder (i) meets the “complete termination,” “substantially disproportionate” or “not essentially equivalent to a dividend” tests described in Section 14 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) with respect to which the Non-U.S. Holder; (ii) is not subject to tax: or (iii) is otherwise able to establish that no tax or a reduced amount of tax is due.

          Non-U.S. Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

          13. Stock Option Plans. If you hold vested options in Mylan Stock Option Plans, then you may exercise such vested options by paying the cash exercise price and receiving Shares which you may then tender by following the instructions set forth in the Offer to Purchase and this Letter of Transmittal. You must exercise your options by no later than 3:00 p.m., New York City time, on Tuesday, July 12, 2005, in order to obtain shares to tender by the Expiration Date and in order to provide adequate time to deliver this Letter of Transmittal in accordance with Instruction 2 above. You should evaluate this Offer to Purchase carefully to determine if participation would be advantageous to you, based on your stock option exercise prices, the date of your stock option grants and the years left to exercise your options, the range of tender prices and the provisions for pro rata purchases by Mylan described in Section 1. We strongly encourage you to discuss the Offer with your tax advisor or broker.

          14. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation.

          15. Conditional Tenders. As described in Sections 3 and 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered Shares being purchased. If Mylan purchases fewer than all of the Shares tendered before the Expiration Date and not properly withdrawn, the Depositary will perform a preliminary proration, and any Shares tendered at the Purchase Price pursuant to a conditional tender for which the condition was not satisfied by the preliminary proration will be deemed withdrawn. If, because of proration, the minimum number of Shares that you designate will not be purchased, Mylan may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your Shares and check the box so indicating. Upon selection by random lot, if any, Mylan will limit its purchase in each case to the designated minimum number of Shares. Conditional tenders will be selected by lot only from shareholders who tender all of their Shares.

          All tendered Shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed. Each shareholder is urged to consult his or her own tax advisor.

          If the Offer is over subscribed, Mylan will purchase all tendered Shares on a pro rata basis and, therefore, any Shares tendered pursuant to a conditional tender for which the minimum requirements are not satisfied may not be accepted and thereby will be deemed withdrawn.

13

ALL TENDERING HOLDERS MUST COMPLETE THE FOLLOWING:

PAYER: AMERICAN STOCK TRANSFER & TRUST COMPANY

SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number and Certification Please fill in your name and address below. Name	Part I: Taxpayer Identification Number—For all accounts, enter your TIN in the box at right. (For most individuals, this is your Social Security number. If you do not have a number, see Obtaining a Number in the enclosed Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9 (the “Guidelines”).) Certify by signing and dating below. Note: If the account is in more than one name, check in the enclosed Guidelines to determine which number to give the payer.	Social Security Number OR Other Taxpayer Identification Number (If awaiting TIN, write “Applied For”)
Address (number and street) City, State and Zip Code	Part II: For payees exempt from backup withholding, see the enclosed Guidelines and complete as instructed therein.

Part III: Certification — Under penalty of perjury, I certify that:

(1)	The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
(2)	I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS notified me that I am no longer subject to backup withholding; and
(3)	I am a U.S. person (as defined for U.S. federal tax purposes).

Certification Instructions — You must cross out item (2) in Part III if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.)

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature

Date

NOTE: Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary this Substitute Form W-9 may be subject to required U.S. federal income tax backup withholding of 28% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. See Section 3 of the Offer to Purchase. Non-U.S. Holders are urged to consult their tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. Please review the enclosed guidelines for certification of taxpayer identification number on Substitute Form W-9 for additional details.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING

(OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that, notwithstanding the information I provided in Part 3 of the Substitute Form W-9 above (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), if I do not provide a taxpayer identification number to the Depositary within sixty (60) days, the Depositary is required to withhold 28% of all cash payments made to me thereafter until I provide a number.

Signature

Date

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

          GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

		Give the name and SOCIAL
		SECURITY number
For this type of account:		of —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a) The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)

For this type of account:
		Give the name and EMPLOYER IDENTIFICATION number of —
6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
7.	Corporate or LLC electing corporate status on Form 8832	The corporation
8.	Religious, charitable, or educational organization account	The organization
9.	Partnership or multi-member LLC	The partnership
10.	Association, club, or other tax-exempt organization	The organization
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second line. You may use your Social Security Number or Employer Identification Number. If you are a sole proprietor, the IRS encourages you to use your Social Security Number.
(4)	List first and circle the name of the legal trust, estate, or pension trust.

     NOTE:     If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•  A corporation.

•  A financial institution.

•  An organization exempt from tax under section 501(a), or an individual retirement plan or a custodial account under Section 403(b)(7).

•  The United States or any agency or instrumentality thereof.

•  A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•  An international organization or any agency, or instrumentality thereof.

•  A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

•  A real estate investment trust.

•  A common trust fund operated by a bank under section 584(a).

•  An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

•  An entity registered at all times under the Investment Company Act of 1940.

•  A foreign central bank of issue.

•  A futures commission merchant registered with the Commodity Futures Trading Commission.

•  A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852).

•  Payments described in section 6049(b)(5) to non-resident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid to an individual.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

   Privacy Act Notice — Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information — Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT

YOUR TAX CONSULTANT OR THE

INTERNAL REVENUE SERVICE.

          This Letter of Transmittal, properly completed and duly executed, or a manually signed facsimile of this Letter of Transmittal, together with certificates representing Shares being tendered or confirmation of book-entry transfer and all other required documents, or a Notice of Guaranteed Delivery, must be received by the Depositary by the Expiration Date. Shareholders are encouraged to return a completed Substitute Form W-9 with this Letter of Transmittal.

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Hand:	By Mail or Overnight Delivery:
59 Maiden Lane New York, New York 10038	American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 6201 - 15th Avenue Brooklyn, NY 11219

          Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal or Notice of Guaranteed Delivery may be directed to the Information Agent at the address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow & Co., Inc.

445 Park Avenue, 5th Floor

New York, New York 10022

(212) 754-8000

Shareholders Please Call Toll Free: (800) 607-0088

Banks and Brokers Call (800) 654-2468

E-mail: mylan.info@morrowco.com

The Dealer Manager for the Offer is:

Merrill Lynch & Co.

4 World Financial Center

New York, New York 10080

Telephone: (609) 818-8000

Toll-Free: (877) 653-2948

EX-99.A.1.C

Exhibit (a)(1)(C)

NOTICE OF GUARANTEED DELIVERY

(Not to be Used for Signature Guarantee)

for

To Tender Shares of Common Stock

(Including the Associated Preferred Stock Purchase Rights)

of

MYLAN LABORATORIES INC.

Pursuant to its Offer to Purchase dated June 16, 2005

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 15, 2005,

UNLESS THE OFFER IS EXTENDED.

As set forth in Section 3 of the Offer to Purchase (as hereinafter defined), this Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as hereinafter defined) if (a) certificates evidencing shares of common stock, par value $0.50 per share, including the associated preferred stock purchase rights (the “Shares”), of Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan”), are not immediately available or cannot be delivered to the Depositary by the Expiration Date (as defined in the Offer to Purchase), (b) the procedure for book-entry transfer described in the Offer to Purchase and the related Letter of Transmittal cannot be completed on a timely basis or (c) time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal, to reach the Depositary prior to the Expiration Date.

This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the Depositary on or before the Expiration Date. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

American Stock Transfer & Trust Company

By Hand:	By Mail or Overnight Delivery:
59 Maiden Lane	American Stock Transfer & Trust Company
New York, New York 10038	Operations Center
	Attn: Reorganization Department
	6201-15th Avenue
	Brooklyn, NY 11219

By Facsimile:

(For Eligible Institutions Only)

(718) 234-5001

Telephone:

(877) 248-6417

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO MYLAN, THE DEALER MANAGER OR THE INFORMATION AGENT WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO DTC DOES NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE OFFER TO PURCHASE) UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

          The undersigned hereby tenders to Mylan, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 16, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as each may be supplemented or amended from time to time, constitute the “Offer”), receipt of which is hereby acknowledged, the number (indicated herein) of shares of Mylan’s common stock, par value $0.50 per share, pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Unless the context requires otherwise, all references to Shares shall refer to the shares of common stock, par value $0.50 per share, of Mylan and shall include the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 22, 1996, between Mylan and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004. All Shares tendered and purchased will include such associated preferred stock purchase rights.

NUMBER OF SHARES TO BE TENDERED:                               SHARES

          CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER

(See Instruction 5 of the Letter of Transmittal)

o  The undersigned wishes to maximize the chance of having Mylan purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the purchase price determined by Mylan pursuant to the Offer. This action will result in receiving a price per Share of as low as $18.00 or as high as $20.50.

 — OR —

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER

(See Instruction 5 of the Letter of Transmittal)

          By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by Mylan will be purchased at the purchase price. A shareholder who wishes to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o$18.00	o$18.75	o$19.50	o$20.25
o$18.25	o$19.00	o$19.75	o$20.50
o$18.50	o$19.25	o$20.00

2

CONDITIONAL TENDER

(See Instruction 15 of the Letter of Transmittal)

          A shareholder may tender his or her Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to this Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Any shareholder desiring to make a conditional tender must so indicate in the box captioned “Conditional Tender” below. It is the tendering shareholder’s responsibility to determine the minimum number of Shares to be purchased. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional:

o  The minimum number of Shares that must be purchased, if any are purchased, is                      Shares.

If, because of proration, the minimum number of Shares designated will not be purchased, Mylan may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have properly tendered all of his or her Shares and checked the box below:

o  The tendered Shares represent all Shares held by the undersigned.

Name(s) of Record Holder(s):

(Please Type or Print)

Certificate No(s).:

Address(es):

(Include Zip Code)

Daytime Area Code and Telephone No.:

Taxpayer ID No(s). or Social Security No(s).:

If Shares will be delivered by book-entry transfer, provide the following information:

Account Number:

Date:

Signature(s):

3

GUARANTEE

(Not to be used for signature guarantee)

          The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an “Eligible Institution”), guarantees the delivery to the Depositary of the Shares tendered, in proper form for transfer, or a confirmation that the Shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase into the Depositary’s account at DTC, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other required documents, all within three business days of this date.

          The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing Shares to the Depositary within the time period set forth herein. Failure to do so could result in a financial loss to the Eligible Institution.

Name of Firm	Authorized Signature
Address	Title
Zip Code	Name:  (Please Type or Print)
Area Code and Tel. No.	Dated:

NOTE:  DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

4 EX-99.A.1.D 5 y09827exv99waw1wd.htm EX-99.A.1.D: LETTER TO SHAREHOLDERS

EXHIBIT (a)(1)(D)

June 16, 2005

To Our Shareholders:

          Mylan Laboratories Inc. is offering to purchase up to 48,780,487 shares of our common stock, including the associated preferred stock purchase rights, from you, in each case at a price within the range of $18.00 to $20.50 per share, net to the seller in cash, without interest.

          Holders of our common stock are invited to tender their shares to us through a procedure commonly referred to as a modified “Dutch Auction” tender offer. This procedure will allow you to select the price within the range of $18.00 and $20.50 per share at which you are willing to sell your shares to us. Our common stock was trading at $17.70 per share as of the close of the market on June 13, 2005, the day before we announced the offer.

          Based on the number of shares tendered and the prices specified by our shareholders, we will determine the lowest single per share price that will allow us to purchase up to 48,780,487 shares (or such lesser amount of shares as are properly tendered and not properly withdrawn). We will pay the selected price for all shares of common stock tendered at or below that price. All shares which you tender but which we do not purchase will be returned to you promptly after the expiration of the tender offer.

          If you tender your shares directly to American Stock Transfer & Trust Company, the Depositary for the offer, you will not have to pay the brokerage fee that you would pay if you sold your shares on the open market. We believe the offer will provide shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of capital if they so elect, without potential disruption to the Share price and the usual transaction costs associated with market sales. The offer also affords shareholders the option not to participate and, thereby, to increase their percentage ownership in Mylan and benefit from the enhanced earnings per share from any new opportunities which we are able to successfully add to our existing base, as well as our increased dividend. Any shareholder whose shares are properly tendered directly to the Depositary and are purchased in the offer will receive the net purchase price in cash, without interest, promptly after the expiration of the offer.

          Our Board of Directors spent a great deal of time analyzing the company’s business, the sector and the opportunities and challenges ahead and has determined that the offer and the planned follow-on share repurchase program in the open market or otherwise properly create the right balance between doing what is right for our business and delivering value to our shareholders. The Board believes that incurring debt and using a portion of our existing cash reserves to fund the offer is a prudent use of the Company’s financial resources and an effective means of providing value to the Company’s shareholders, and provides an efficient capital structure that provides us with flexibility to take advantage of future opportunities. However, neither we nor the Board of Directors, the Dealer Manager (as defined below), the Information Agent (as defined below) or the Depositary are making any recommendation to you as to whether to tender or refrain from tendering shares or as to the purchase price or prices at which you may choose to tender your shares. Our directors and executive officers have advised us that they do not intend to tender shares pursuant to the offer. You must make your own decision regarding whether to accept this offer and, if so, how many shares to tender and at what price.

          The offer is explained in detail in the enclosed Offer to Purchase and Letter of Transmittal. This letter is only a summary, and we encourage you to read these documents carefully before making any decision with respect to the offer. The instructions on how to tender shares are explained in detail in the accompanying materials.

          The offer will expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, unless we extend the offer. Questions and requests for assistance may be directed to Morrow & Co., Inc., our Information Agent, and Merrill Lynch & Co., our Dealer Manager, in each case at the telephone numbers and addresses set forth on the back cover of the Offer to Purchase. You may request additional copies of the Offer to Purchase and other Offer documents from the Information Agent at the telephone number and address on the back cover of the Offer to Purchase.

Very truly yours,

Milan Puskar

Chairman

Robert J. Coury

Vice Chairman and Chief Executive Officer

2 EX-99.A.1.E 6 y09827exv99waw1we.htm EX-99.A.1.E: LETTER TO BROKERS, DEALERS

Exhibit (a)(1)(E)

MYLAN LABORATORIES INC.

OFFER TO PURCHASE FOR CASH

UP TO 48,780,487 SHARES OF ITS COMMON STOCK

(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

AT A PURCHASE PRICE NOT GREATER THAN $20.50

NOR LESS THAN $18.00 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 15, 2005, UNLESS THE OFFER IS EXTENDED.

June 16, 2005

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

          We have been appointed by Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan”), to act as Dealer Manager in connection with Mylan’s offer to purchase for cash up to 48,780,487 shares of its common stock, par value $0.50 per share (the “Shares”), at a price specified by its shareholders not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest upon the terms and subject to the conditions set forth in Mylan’s Offer to Purchase, dated June 16, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which together, as each may be supplemented or amended from time to time, constitute the “Offer”). Unless the context requires otherwise, all references to Shares shall refer to the shares of common stock, par value $0.50 per share, of Mylan and shall include the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 22, 1996, between Mylan and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004. All Shares tendered and purchased will include such associated preferred stock purchase rights.

          Mylan will determine a single per Share price, not greater than $20.50 nor less than $18.00 per Share, that it will pay for the Shares properly tendered and not properly withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. Mylan will select the lowest purchase price that will allow it to purchase 48,780,487 Shares (or such lesser number as are properly tendered and not properly withdrawn) pursuant to the Offer. Mylan will purchase all Shares validly tendered at prices at or below the purchase price and not withdrawn upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, including the provisions relating to “odd lot” tenders, proration and conditional tender described in the Offer to Purchase.

          Only Shares properly tendered and not properly withdrawn will be purchased. If the Offer is oversubscribed, tendered Shares will be purchased on a pro rata basis (including “odd lots”), with appropriate adjustments to avoid the purchase of fractional Shares. Shares tendered at prices in excess of the purchase price and Shares not purchased because of proration or conditional tenders will be returned at Mylan’s expense to the shareholders who tendered such Shares promptly after the Expiration Date (as defined in Section 1 of the Offer to Purchase).

          Mylan expressly reserves the right, in its sole discretion, to purchase additional Shares subject to applicable legal requirements. See Section 1 of the Offer to Purchase.

          For your information and for forwarding to those of your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1.	The Offer to Purchase dated June 16, 2005;
2.	The Letter of Transmittal (Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9) for your use and for the information of your clients, together with the accompanying Substitute Form W-9. Facsimile copies of the Letter of Transmittal, with manual signatures, may be used to tender Shares;
3.	The Notice of Guaranteed Delivery to be used to accept the Offer and tender Shares pursuant to the Offer if the Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date or if the procedure for book-entry transfer cannot be completed by the Expiration Date;
4.	A printed form of letter which you may send to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with an instruction form provided for obtaining the clients’ instructions with regard to the Offer;
5.	Letter to Shareholders, dated June 16, 2005; and
6.	A return envelope addressed to American Stock Transfer & Trust Company, as Depositary for the Offer.

          Certain conditions of the Offer are described in Section 7 of the Offer to Purchase.

          Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, unless the Offer is extended.

          For Shares to be properly tendered pursuant to the Offer:

      (a) the certificates for the Shares, or confirmation of receipt of the Shares pursuant to the procedure for book-entry transfer set forth in the Offer to Purchase, together with a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile of the Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other documents required in the Letter of Transmittal, must be received before the Expiration Date by the Depositary; or

      (b) the tendering shareholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and Letter of Transmittal.

          Mylan will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager and Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Shareholders holding Shares in a brokerage account or otherwise through brokers, dealers and other nominee shareholders are urged to consult the brokers, dealers and other nominee shareholders to determine whether transaction costs may apply if shareholders tender Shares through the brokers, dealers and other nominee shareholders and not directly to the Depositary. Mylan will, however, upon request, reimburse brokers, dealers and commercial banks for reasonable and necessary costs and expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as the agent of Mylan, the Information Agent or the Depositary for purposes of the Offer. Mylan will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Shares except as otherwise provided in Instruction 7 in the Letter of Transmittal.

2

          Requests for additional copies of the enclosed materials and any inquiries you may have with respect to the Offer should be addressed to Morrow & Co., Inc., as Information Agent, 445 Park Avenue, 5th Floor, New York, New York 10022, (212) 754-8000 (call collect) or (800) 654-2468 (toll free).

Very truly yours,

Merrill Lynch & Co.

          NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY OTHER PERSON AN AGENT OF MYLAN, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.

3 EX-99.A.1.F 7 y09827exv99waw1wf.htm EX-99.A.1.F: LETTER TO CLIENTS

Exhibit (a)(1)(F)

MYLAN LABORATORIES INC.

OFFER TO PURCHASE FOR CASH

UP TO 48,780,487 SHARES OF ITS COMMON STOCK

(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)

AT A PURCHASE PRICE NOT GREATER THAN $20.50

NOR LESS THAN $18.00 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL

EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 15, 2005,

UNLESS THE OFFER IS EXTENDED.

June 16, 2005

To Our Clients:

          Enclosed for your consideration are the Offer to Purchase, dated June 16, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which together, as each may be supplemented or amended from time to time, constitute the “Offer”) in connection with the Offer by Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan”), to purchase for cash up to 48,780,487 shares of its common stock, par value $0.50 per share (the “Shares”), at a price specified by its shareholders not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. Unless the context requires otherwise, all references to Shares shall refer to the shares of common stock, par value $0.50 per share, of Mylan and shall include the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 22, 1996, between Mylan and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004. All Shares tendered and purchased will include such associated preferred stock purchase rights. All capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

          Mylan will determine a single per Share price, not greater than $20.50 nor less than $18.00 per Share, that it will pay for the Shares properly tendered and not properly withdrawn pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. Mylan will select the lowest price (the “Purchase Price”) that will allow it to purchase 48,780,487 Shares (or such lesser number as are properly tendered and not properly withdrawn) pursuant to the Offer. Mylan will purchase all Shares validly tendered at prices at or below the Purchase Price and not withdrawn upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, including the provisions relating to “odd lot” tenders, proration and conditional tender described in the Offer to Purchase.

          Only Shares properly tendered and not properly withdrawn will be purchased. If the Offer is oversubscribed, tendered Shares will be purchased on a pro rata basis (including “odd lots”), with appropriate adjustments to avoid the purchase of fractional Shares. Shares tendered at prices in excess of the Purchase Price and Shares not purchased because of proration or conditional tenders will be returned at Mylan’s expense to the shareholders who tendered such Shares promptly after the Expiration Date.

          Mylan expressly reserves the right, in its sole discretion, to purchase additional Shares subject to applicable legal requirements. See Section 1 of the Offer to Purchase.

          As described in the Offer to Purchase, if at the expiration of the Offer more than 48,780,487 Shares, or any greater number of Shares as Mylan may elect to purchase, are properly tendered and not properly withdrawn before the Expiration Date, Mylan will purchase properly tendered Shares in the following order of priority:

•  First, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, on a pro rata basis from all shareholders who properly tender, and do not properly withdraw, Shares at or below the Purchase Price; and

•  Second, if necessary to permit Mylan to purchase 48,780,487 Shares (or such greater number of Shares as Mylan may elect to purchase subject to applicable law) from holders who have tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied), by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the expiration of the Offer. See Section 6 of the Offer to Purchase.

          WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US FOR YOUR ACCOUNT.

          Accordingly, we request instructions as to whether you wish to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1.	Shares may be tendered at a price not greater than $20.50 nor less than $18.00 per Share or at the price determined pursuant to the Offer, as indicated in the attached Instruction Form, net to the seller in cash, without interest.
2.	The Offer, proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, unless the Offer is extended by Mylan.
3.	The Offer is not conditioned on any minimum number of Shares being tendered. However, the Offer is subject to other conditions, including obtaining financing pursuant to the terms and conditions contained in the Commitment Letter described in Section 9 of the Offer to Purchase, and otherwise reasonably satisfactory to Mylan, that will be sufficient to purchase Shares tendered pursuant to the Offer and pay related fees and expenses. See Sections 7 and 9 of the Offer to Purchase.
4.	The Offer is for 48,780,487 Shares, constituting approximately 18% of Mylan’s outstanding Shares as of June 14, 2005.
5.	None of Mylan, its Board of Directors, the Dealer Manager or the Information Agent makes any recommendation to you as to whether to tender or refrain from tendering your Shares or as to the purchase price or prices at which you may choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender. In doing so, you should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including Mylan’s reasons for making the Offer. Mylan’s directors and executive officers have advised Mylan that they do not intend to tender any Shares in the Offer.
6.	The Purchase Price will be paid net to the tendering shareholders in cash, without interest, for all Shares purchased. Tendering shareholders who hold Shares registered in their own name and who tender their Shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by Mylan in the Offer. Shareholders holding Shares in a brokerage account or otherwise through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult their brokers or such

2

other nominees to determine whether transaction costs may apply if shareholders tender Shares through such nominees and not directly to the Depositary.

          If you wish to have us tender any or all of your Shares, please instruct us by completing, executing, detaching and returning the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your Shares, all such Shares will be tendered unless otherwise indicated on the attached Instruction Form. If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

          Please forward your Instruction Form(s) to us as soon as possible to allow us ample time to tender your Shares on your behalf prior to the expiration of the Offer.

          The Offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of the Shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of the Shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities laws of that jurisdiction. In those jurisdictions the laws of which require that the Offer be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Mylan by Merrill Lynch & Co., the Dealer Manager for the Offer, or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

3

INSTRUCTIONS FORM

With Respect to the Offer by

MYLAN LABORATORIES INC.

to Purchase for Cash Up to 48,780,487 Shares

of its Common Stock, Par Value $0.50 Per Share,

at a Purchase Price Not Greater Than $20.50 Nor Less Than $18.00 Net Per Share

          The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated June 16, 2005, and the related Letter of Transmittal (which together, as each may be supplemented or amended from time to time, constitute the “Offer”) in connection with the Offer by Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan”), to purchase for cash up to 48,780,487 shares of its common stock, par value $0.50 per share (the “Shares”), at a price not greater than $20.50 nor less than $18.00 per Share, net to the seller in cash, without interest. Unless the context requires otherwise, all references to Shares shall refer to the shares of common stock, par value $0.50 per share, of Mylan and shall include the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of August 22, 1996, between Mylan and American Stock Transfer & Trust Company, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004. All Shares tendered and purchased will include such associated preferred stock purchase rights.

          This Instructions Form will instruct you to tender to Mylan the number of Shares indicated below or, if no number is indicated below, all Shares which are beneficially owned by (us) (me) and registered in your name, upon the terms and subject to the conditions set forth in the Offer.

NUMBER OF SHARES BEING TENDERED HEREBY:                      SHARES*

          CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES.

SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER

(See Instruction 5 of the Letter of Transmittal)

o  The undersigned wishes to maximize the chance of having Mylan purchase all the Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is willing to accept the Purchase Price pursuant to the Offer. Note that this election could result in your Shares being purchased at the minimum price of $18.00 per Share.

— OR —

SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER

(See Instruction 5 of the Letter of Transmittal)

          By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned hereby tenders Shares at the price checked. This action could result in none of the Shares being purchased if the Purchase Price for the Shares is less than the price checked. If the Purchase Price for the Shares is equal to or greater than the price checked, then the Shares purchased by Mylan will be purchased at the Purchase Price. A shareholder who wishes to tender Shares at more than one price must complete a separate Letter of Transmittal for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

4

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o$18.00	o$18.75	o$19.50	o$20.25
o$18.25	o$19.00	o$19.75	o$20.50
o$18.50	o$19.25	o$20.00

CONDITIONAL TENDER

(See Instruction 15 of the Letter of Transmittal)

          A shareholder may tender his or her Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to this Letter of Transmittal must be purchased if any Shares tendered are purchased, all as described in the Offer to Purchase, particularly in Section 6 thereof. Any shareholder desiring to make a conditional tender must so indicate in the box captioned “Conditional Tender” below. It is the tendering shareholder’s responsibility to determine the minimum number of Shares to be purchased. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional:

o  The minimum number of Shares that must be purchased, if any are purchased, is                      Shares.

          If, because of proration, the minimum number of Shares designated will not be purchased, Mylan may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have properly tendered all of his or her Shares and checked the box below:

o  The tendered Shares represent all Shares held by the undersigned.

          The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

SIGN HERE

Account Number:                                                             Signature(s):

Print Name(s): 

Address(es): 

Area Code and Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: 

*  Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

5 EX-99.A.1.G 8 y09827exv99waw1wg.htm EX-99.A.1.G: LETTER RE PROFIT SHARING 401K PLAN TRUSTEE

EXHIBIT (a)(1)(G)

LETTER FROM MYLAN LABORATORIES INC. TO PARTICIPANTS

IN ITS PROFIT SHARING 401(k) PLAN.

June [     ], 2005

Dear 401(k) Plan Participant:

          On Thursday June 14, 2005, Mylan Laboratories Inc. (the “Company”) commenced an offer to purchase for cash up to approximately 48.8 million shares of the common stock of the Company (“Shares”). Copies of the relevant documents making the Company’s offer (which together constitute the “Offer”) are enclosed with this letter. You are urged to examine the Offer carefully.

          As a participant in the Company’s Profit Sharing 401(k) Plan (the “Plan”), you have the right to instruct American Express Trust Company, the Trustee of the Plan, whether or not to tender any Shares allocated to your Plan account. If, after reading the enclosed materials, you want to offer to tender your Shares, you must follow the instructions contained in the enclosed Response Procedures, fill out and sign the blue election form enclosed, and mail the form in the enclosed envelope. Neither the Trustee nor the Company’s Board of Directors is making any recommendation to you as to whether to tender or refrain from tendering your Shares or as to the price at which you may choose to tender your Shares. You must make your own decision as to whether to tender your Shares and, if so, how many Shares to tender and the price or prices at which you will tender them. If you do elect to tender Shares, any proceeds received in respect of such Shares will be invested in the American Express Trust Income Fund II and will remain in the Plan; provided, however you may elect to redirect the proceeds to any of the other available investments under the Plan. The enclosed Letter of Transmittal, which direct shareowners are to use, has been included for your information only and cannot be used to instruct the Trustee of the Plan as to whether to tender Shares held under the Plan.

          If you are also a direct shareowner of the Company, you will receive under separate cover another copy (or copies) of the Offer documents which can be used to tender your directly-owned Shares if you choose to do so.

          If valid instructions to tender Shares are not received by 12:00 Midnight, Eastern Standard Time, on Thursday, July 14, 2005, the Shares allocated to your Plan account will not be tendered. Please note that your instructions as to whether or not you tender will be kept confidential from the Company.

RESPONSE PROCEDURES

          This explanation of the procedures to be followed by participants in the Mylan Profit Sharing 401(k) Plan (the “Plan”) in responding to the Mylan Laboratories Inc. self-tender offer (the “Offer”) is important. Please read it carefully. Only the Trustee (American Express Trust Company) can tender common stock (“Shares”) of Mylan Laboratories Inc. (the “Company”) held for your account in the Plan. This document sets forth the special procedures that must be followed in order for you to give valid and timely directions to the Trustee. As a participant in the Plan, you can have Shares beneficially owned by you under the Plan tendered only by following these instructions.

          1.     Directions to Trustee: The Plan permits each of its participants to instruct the Trustee as to whether he or she desires to have his or her beneficially owned Shares tendered, or whether the participant desires that the Trustee continue to hold such Shares. The Plan provides that the Trustee will not tender any Shares allocated to a participant’s account for which no valid and timely directions are received from the respective participants.

          You should decide, therefore, whether or not to direct the Trustee to tender Shares. The Trustee does not make any recommendation regarding the Offer.

          On the enclosed blue election form you can direct the Trustee to tender the Shares which have been allocated to your Plan account. The enclosed form indicates the number of Shares actually allocated to your Plan account on June 16, 2005. Since additional allocations to participants’ accounts are anticipated and the additional allocations, once they have been made, will be treated as if they were made as of June 16, 2005, any direction you give to tender Shares will apply to all Shares which are actually allocated to your Plan account prior to the expiration of the Offer. Shares allocated to participants’ accounts as to which the Trustee receives no timely direction will not be tendered by the Trustee.

          In order for you to direct the tender of your beneficially owned Shares, you must complete the enclosed blue election form and mail it in the enclosed envelope. You may direct the Trustee to tender, in accordance with the procedure described in Section 2 of these Response Procedures. You may also use the enclosed election form to direct the Trustee not to tender your beneficially owned Shares.

          Although the Offer expires at 5:00 pm, Eastern Standard Time, on Friday, July 15, 2005 (unless extended by the Company), the Trustee will only tender allocated Shares for which proper directions have been received by 12:00 Midnight, Eastern Standard Time, on Thursday, July 14, 2005 (the “Plan Deadline”). Election forms that are incorrectly completed or unsigned will be disregarded. Election forms that are received after the Plan Deadline will also be disregarded. Shares covered by election forms that are disregarded will not be tendered.

          2. Procedure for Directing Trustee:

          Election Form: Enclosed in the mailing envelope in which you received this material is a blue election form. On the election form are boxes for you to indicate whether or not you wish the Trustee to tender Shares allocated to your account.

          If you wish to change instructions previously given (see “Changes” below) before the Plan Deadline (see “Plan Deadline”), and need another election form, or wish to tender Shares at difference prices as described below, additional election forms may be obtained by calling the number listed in Section 3 (“Questions”) of these Response Procedures.

          Plan Deadline: Election form(s) must be correctly completed, signed and dated by you, and received by 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON THURSDAY, JULY 14th.

          Elections “Not to Tender”: If you do not want the Trustee to tender your Shares:

          A.     Check the box stating “I do not want to tender Shares.”

          B.     Sign and date the election form.

          C.     Return it in the enclosed envelope to be received by the Trustee by the Plan Deadline, 12:00 Midnight, Eastern Standard Time, on Thursday, July 14, 2005.

          Elections “To Tender”: If you want the Trustee to tender your Shares:

          A.     If you want to tender all your Shares, check the box stating “I want to tender all my Shares.”

          B.     If you want to tender some, but not all, of your Shares, check the box stating “I want to tender      % of Shares,” and fill in the percentage.

          C.     Sign and date the election form.

          D.     Return it in the enclosed envelope so it can be received by the Plan Deadline, 12:00 Midnight, Eastern Standard Time, on Thursday, July 14, 2005.

          Changes: If you decide to change any direction that you have previously given, you may do so by providing a new election form by the Plan Deadline. A properly completed election form with a later date entirely nullifies your earlier direction and substitutes new instructions.

          3. Questions: If you have any questions regarding the impact of the tender offer on Plan participants, you may call the American Express Trust Company Participant Services Line at 877 585 4015.

ELECTION FORM

MYLAN 401(K) PROFIT SHARING PLAN

(the “Plan”)

          In accordance with the Mylan Laboratories Inc. Offer to Purchase dated June 16, 2005, a copy of which I have received, I hereby instruct American Express Trust Company, the Trustee of the Plan, to tender or not to tender shares of Mylan Laboratories Inc. common stock allocated to my Plan account prior to the expiration of such Offer to Purchase, as follows:

• 1.     I DO NOT WANT TO TENDER SHARES

• 2.     I WANT TO TENDER ALL MY SHARES

• 3.     I WANT TO TENDER      % OF MY SHARES (Insert Percentage-Not to Exceed 100%; number of shares tendered will be rounded down to nearest whole Share, but number tendered will not be less than one)

• 4.     I WANT TO MAXIMIZE the chance of having Mylan Laboratories Inc. (the “Company”) purchase all the Shares I tender. Accordingly, by checking this ONE box INSTEAD OF ONE OF THE PRICE BOXES BELOW I am willing to accept the purchase price determined by the Company pursuant to the Offer (as defined in the Letter of Transmittal). This action will result in receiving a price per Share of as low as $18 or as high as $20.50.

• 5.     By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, I elect to tender Shares at the price checked. This action could result in none of the Shares being purchased if the purchase price for the Shares is less than the price checked. If the purchase price for the Shares is equal to or greater than the price checked, then the Shares purchased by the Company will be purchased at the purchase price. If you wish to tender Shares at more than one price you must complete a separate election form for each price at which Shares are being tendered. The same Shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the Offer) at more than one price.

          PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

o$18	o$18.25	o$18.50	o$18.75	o$19
o$19.25	o$19.50	o$19.75	o$20	o$20.25
o$20.50

• 6.     Please check this box if you have elected to tender Shares at more than one price. If you elect to do this, you must use a separate election form for each price selected.

• 7.     Please check this box if you want to tender your Shares subject to this election form only if a specified minimum number of your Shares will be purchased by the Company. You must also indicate the minimum to be purchased by filling in the blank in the following sentence. The minimum number of Shares that must be purchased, if any are to be purchased, is                     Shares.

Signature Date

Note: According to Plan records,                     Shares were actually allocated to your Plan account on                     . If additional Shares are allocated to your account prior to the expiration of the Offer to Purchase, the instructions you give above will also be followed with respect to such additional Shares. Incorrectly completed or unsigned forms will be disregarded under the Offer. Please also note that any proceeds received in respect of Shares will be invested in the American Express Trust Income Fund II until you direct otherwise.

EX-99.A.1.D

EX-99.A.1.D

EX-99.A.1.E

EX-99.A.1.E

EX-99.A.1.F

EX-99.A.1.F

EX-99.A.1.G

EX-99.A.1.G

EX-99.A.5.A

Exhibit (a)(5)(A)

     This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase dated June 16, 2005 and the related Letter of Transmittal, and any amendments or supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not being made to, nor will tenders be accepted from or on behalf of, shareholders in any jurisdiction where it would be illegal to do so. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Mylan Laboratories Inc. by Merrill Lynch, Pierce, Fenner & Smith Incorporated, the Dealer Manager for the Offer, or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Notice of Offer to Purchase for Cash
by
Mylan Laboratories Inc.
of
Up to 48,780,487 Shares of its Common Stock
(Including the Associated Preferred Stock Purchase Rights)
at
a Purchase Price Not Greater Than $20.50 Nor Less Than $18.00 Per Share

     Mylan Laboratories Inc., a Pennsylvania corporation (“Mylan”), is offering to purchase for cash up to 48,780,487 shares of its common stock, par value $0.50 per share, including the associated preferred stock purchase rights (the “Shares”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 16, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 15, 2005
(THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED.

     Upon the terms and subject to the conditions of the Offer, Mylan will determine a single price, not greater than $20.50 nor less than $18.00 per Share, that it will pay for the Shares properly tendered pursuant to the Offer and not properly withdrawn, taking into account the number of Shares so tendered and the prices specified by tendering shareholders. Mylan will select the lowest price per Share (the “Purchase Price”) that will allow it to purchase 48,780,487 Shares (or such lesser number as are properly tendered and not properly withdrawn) pursuant to the Offer. Mylan will purchase all Shares properly tendered at prices at or below the Purchase Price and not properly withdrawn upon the terms and subject to the conditions of the Offer, including the provisions relating to proration and conditional tender described in the Offer to Purchase. If more than 48,780,487 Shares, or such greater number of Shares as Mylan may elect to purchase subject to applicable law, have been validly tendered at prices at or below the Purchase Price and not properly withdrawn prior to the Expiration Date, Mylan will purchase Shares on the following basis:

     (a)      First, from all shareholders who properly tender Shares at or below the Purchase Price. If the Offer is over-subscribed, Mylan will purchase tendered Shares on a pro rata basis with appropriate adjustments to avoid purchases of fractional Shares, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase selected by Mylan; and

     (b)      Second, if necessary to permit Mylan to purchase 48,780,487 Shares (or such greater number of Shares as Mylan may elect to purchase subject to applicable law) from holders who have tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date.

     All other Shares that have been tendered and not purchased will be returned to shareholders promptly after the Expiration Date. Mylan expressly reserves the right, in its sole discretion and subject to applicable law, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 of the Offer to Purchase shall have occurred or shall be deemed by Mylan to have occurred, to extend the period of time during which the Offer is open and delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the right of a tendering shareholder to withdraw such shareholder’s Shares.

     In the event the Purchase Price is less than the maximum price of $20.50 per Share and more than 48,780,487 Shares are tendered in the Offer at or below the Purchase Price, Mylan intends to exercise its right to purchase up to an additional 2% of its outstanding Shares without extending the Offer so that it will repurchase up to $1.0 billion of its Shares. By way of example, if the Purchase Price is the minimum purchase price of $18.00 per Share, Mylan intends to purchase up to an additional 5,388,977 of its outstanding Shares to the extent tendered in the Offer.

     Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date, and unless previously accepted for payment as provided in the Offer to Purchase, may be withdrawn after 5:00 p.m., New York City time, on Friday, August 12, 2005. To be effective, the notice of withdrawal must be in written, telegraphic, telex or facsimile transmission form and must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. In addition, the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and the name of the registered holder of the Shares. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder also must submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature(s) on the notice of withdrawal must be Guaranteed by an Eligible Institution (as defined in the Offer to Purchase), except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase, the notice of withdrawal also must specify the name and the number of the account at DTC (as defined in the Offer to Purchase) to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures. If a shareholder tendered its shares at more than one price, such shareholder must complete a separate notice of withdrawal for shares tendered at each price.

     For purposes of the Offer, Mylan will be deemed to have accepted for payment (and therefore purchased) Shares that are properly tendered at or below the Purchase Price and not properly withdrawn, subject to proration and conditional tender provisions of the Offer, only when, as and if Mylan gives oral or written notice to the Depositary of its acceptance of the Shares for payment in the Offer.

     Shareholders desiring to tender their Shares must follow the procedures set forth in Section 3 of the Offer to Purchase and in the Letter of Transmittal (or, in the case of shareholders tendering Shares held in account under the Mylan Laboratories Inc. Profit Sharing 401(k) Plan, must follow procedures set forth in the separate letter provided to such shareholder regarding such plan).

     Payment for Shares tendered and accepted for payment in the Offer will be made promptly after the Expiration Date, but only after timely receipt by the Depositary of certificates for Shares, or of a timely book-entry confirmation of Shares into the Depositary’s account at DTC, and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), an Agent’s Message, in the case of a book-entry transfer, and any other required documents.

     The Board of Directors of Mylan spent a great deal of time analyzing the company’s business, the sector and the opportunities and challenges ahead and has determined that the Offer and the planned follow-on share repurchase program in the open market or otherwise properly create the right balance between doing what is right for Mylan’s business and delivering value to its shareholders. The Board believes that incurring debt and using a portion of Mylan’s existing cash reserves to fund the Offer is a prudent use of Mylan’s financial resources, and an effective means of providing value to Mylan’s shareholders, and provides an efficient capital structure that provides us with flexibility to take advantage of future opportunities. In particular, the Board of Directors believes the Offer will provide shareholders with the opportunity to tender all or a portion of their Shares and, thereby, receive a return of capital if they so elect, without

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potential disruption to the Share price and the usual transaction costs associated with market sales. The Offer also affords shareholders the option not to participate and, thereby, to increase their percentage ownership in Mylan and benefit from the enhanced earnings per Share from both its existing business and any new opportunities which Mylan is able to add successfully to its existing business base and its increased dividend.

     Mylan’s Board of Directors has approved the Offer. However, neither Mylan nor its Board of Directors, the Dealer Manager, Information Agent, or Depositary makes any recommendation to any shareholder whether to tender or refrain from tendering Shares or as to the price or prices at which shareholders may choose to tender their Shares. Shareholders must make their own decision as to whether to tender their Shares and, if so, how many Shares to tender and the price or prices at which they will tender their Shares. In doing so, shareholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal. Mylan’s directors and executive officers have advised Mylan that they do not intend to tender Shares pursuant to the Offer.

     In certain circumstances, a tendering shareholder whose Shares are purchased in the Offer may be treated for U.S. federal income tax purposes as having received an amount taxable as a distribution or dividend rather than as a capital gain or loss. Shareholders are strongly encouraged to read the Offer to Purchase for additional information regarding the U.S. federal income tax consequences of participating in the Offer.

     The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

     The Offer to Purchase and the Letter of Transmittal contain important information that should be read before any decision is made with respect to the Offer.

     Copies of the Offer to Purchase and the Letter of Transmittal are being mailed to record holders of Shares. Additional copies of the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent at Mylan’s expense at the address and telephone number set forth below. Any questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set out below. Shareholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow & Co., Inc.

You may obtain information regarding the Offer
from the Information Agent as follows:

445 Park Avenue, 5th Floor
New York, New York 10022
(212) 754-8000

Shareholders Please Call Toll Free: (800) 607-0088
Banks and Brokers Call (800) 654-2468

E-mail: mylan.info@morrowco.com

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The Dealer Manager for the Offer is:

Merrill Lynch & Co.

You may obtain information regarding the Offer
from the Dealer Manager as follows:

4 World Financial Center
New York, New York 10080

Telephone: (609) 818-8000
Toll-Free: (877) 653-2948

June 16, 2005

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EX-99.A.5.B

Exhibit (a)(5)(B)

FOR IMMEDIATE RELEASE	CONTACTS:
	Patrick Fitzgerald (Public Relations)
	Mylan Laboratories Inc.
	724.514.1800
	Kris King (Investor Relations)
	Mylan Laboratories Inc.
	724.514.1800

MYLAN LABORATORIES COMMENCES TENDER OFFER

PITTSBURGH, PA – June 16, 2005 – Mylan Laboratories Inc. (NYSE: MYL) today announced the commencement of its modified “Dutch Auction” self-tender offer for up to approximately 48.8 million shares (up to $1 billion) of its common stock. The tender offer will expire at 5:00 p.m., New York City time, on Friday, July 15, 2005, unless extended.

In the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price not less than $18.00 per share or more than $20.50 per share. Based on the number of shares tendered and the prices specified by the tendering shareholders, Mylan will determine the lowest per share price within the range that will enable it to buy up to approximately 48.8 million shares, or such lesser number of shares as are properly tendered. If more than approximately 48.8 million shares are properly tendered at or below the determined price per share, Mylan will purchase shares tendered by such shareholders, at the determined price per share, on a pro rata basis, as is specified in the offer to purchase relating to the tender offer that will be distributed to shareholders. Additionally, in the event the final purchase price is less than the maximum price of $20.50 per share and more than approximately 48.8 million shares are tendered, Mylan intends to exercise its right to purchase up to an additional 2% of its outstanding common stock without extending the tender offer, so that the Company can repurchase up to $1 billion of its common stock. The tender offer will not be contingent upon any minimum number of shares being tendered. The tender offer will be subject to a number of other terms and conditions, as specified in the offer to purchase.

About Mylan Laboratories

Mylan Laboratories Inc. is a leading pharmaceutical company with three principal subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc. and UDL Laboratories, Inc., that develop, license, manufacture, market and distribute an extensive line of generic and proprietary products.

For more information about Mylan, visit www.mylan.com.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Mylan common stock. The solicitation and the offers to buy Mylan common stock will only be made pursuant to a separate offer to purchase and related materials. Mylan has filed a Tender Offer Statement on Schedule TO with the SEC. Shareholders should carefully read the Tender Offer Statement, the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms and conditions of the offer. The offer to purchase, the related letter of transmittal and certain other documents are expected to be mailed promptly to all holders of Mylan common stock, at no expense to them. The Tender Offer Statement (including the offer to purchase the related letter of transmittal and all other offer documents filed by Mylan with the SEC) will also be available at no charge at the SEC’s website at http://www.sec.gov. Shareholders are urged to read these materials carefully prior to making any decision with respect to the tender offer.

Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements”, including with regard to the self tender offer. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: market or other economic changes; other uncertainties and matters beyond the control of management; and the other risks detailed in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

EX-99.B

Exhibit (b)

June 13, 2005

Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg, Pennsylvania 15317

Re: Credit Facilities Commitment Letter

Ladies and Gentlemen:

     Mylan Laboratories Inc., a Pennsylvania corporation (“you”, the “Company” or the “Borrower”), has advised Merrill Lynch Capital Corporation (“Merrill Lynch” or “we” or “us”) that you intend to repurchase approximately $1,000 million of outstanding common stock of the Company pursuant to a tender offer (the “Tender Offer”) and following the Tender Offer pursuant to a $250.0 million open market common stock repurchase program. The sources and uses of the funds necessary to consummate the Tender Offer and the other transactions contemplated hereby are set forth on Annex I to this Commitment Letter.

     You have advised us that the funds for the Tender Offer and the open market purchases described above, to pay related fees and expenses and to provide for the ongoing working capital needs of the Company will be provided from the following sources: (a) $499,000,000 of cash on hand of the Company; (b) approximately $500,000,000 in gross cash proceeds from the issuance (the “Note Offering”) by the Company of its unsecured senior notes (the “Notes”) due not earlier than ten years from the date of issuance and (c) borrowings under new senior secured credit facilities providing for aggregate commitments in an amount equal to the excess of $975,000,000 over the aggregate gross cash proceeds received by the Company from the Note Offering (the “Credit Facilities”).

     The Tender Offer, the entering into and borrowings under the Credit Facilities by the parties herein described, the Note Offering and the other transactions contemplated hereby entered into and consummated in connection therewith are herein referred to as the “Transactions.”

     You have requested that Merrill Lynch commit to provide the Credit Facilities to finance the Transactions and to pay certain related fees and expenses.

     Accordingly, subject to the terms and conditions set forth below, Merrill Lynch hereby agrees with you as follows:

     1. Commitment. Merrill Lynch hereby commits to act as the sole and exlusive bookrunner for the Credit Facilities and in connection therewith, to provide to the Company the Credit Facilities upon the terms and subject to the conditions set forth or re-

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ferred to herein, in the Fee Letter (the “Fee Letter”) dated the date hereof and delivered to you, and in the Senior Secured Credit Facilities Summary of Terms and Conditions attached hereto (and incorporated by reference herein) as Exhibit A (the “Term Sheet”). The commitment of Merrill Lynch hereunder is subject to the negotiation, execution and delivery of definitive documentation for the Credit Facilities (the “Credit Documents”) that is reasonably satisfactory to Merrill Lynch reflecting, among other things, the terms and conditions set forth in the Term Sheet and in the Fee Letter. To the extent that a Note Offering is consummated prior to the Closing Date (as defined in the Term Sheet), the commitments hereunder with respect to the Term Loan Facility (as defined in the Term Sheet) shall be reduced on the date of consummation thereof in an amount equal to the aggregate gross proceeds from the Notes covered thereby.

     2. Syndication. We reserve the right and intend, prior to or after the execution of the Credit Documents, to syndicate all or a portion of our commitments to one or more financial institutions in consultation with the Company (together with Merrill Lynch, the “Lenders”). Our commitment hereunder is subject to Merrill Lynch (or one of its affiliates) acting as administrative agent (the “Administrative Agent”), sole and exclusive lead arranger of and sole and exclusive bookrunner for the Credit Facilities. We (or one of our affiliates) will manage all aspects of the syndication (in consultation with you), including decisions as to the selection of potential Lenders to be approached and when they will be approached, when their commitments will be accepted, which Lenders will participate and the final allocations of the commitments among the Lenders, and we will exclusively perform all functions and exercise all authority as customarily performed and exercised in such capacities, including selecting counsel for the Lenders and negotiating the Credit Documents. Any agent or arranger titles (including co-agents) awarded to other Lenders will be selected by us in consultation with you and shall not entail any role with respect to the matters referred to in this paragraph without our prior consent. You agree that no Lender will receive compensation outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in the Credit Facilities.

     You understand that we intend to commence the syndication of the Credit Facilities promptly, and you agree actively to assist us in achieving a timely syndication that is satisfactory to us. The syndication efforts will be accomplished by a variety of means, including direct contact during the syndication between senior management, advisors and affiliates of the Company on the one hand, and the proposed Lenders on the other hand, and the Company hosting, with Merrill Lynch, at least one meeting with prospective Lenders at such times and places as we may reasonably request. You agree to, upon our request, (a) provide and use your commercially reasonable efforts to cause your advisors to provide to us all information reasonably requested by us to successfully complete the syndication, including the information and projections (including updated projections) contemplated hereby, (b) assist and use your commercially reasonable efforts to cause your advisors to assist us in the completion, at least 30 days prior to the Closing Date, of a Confidential Information Memorandum relating

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to the Credit Facilities which shall be in form and substance reasonably satisfactory to us and suitable for use in a customary syndication of bank financing with all financial information and projections relating to the Company and its subsidiaries as deemed reasonably desirable to be included therein by us and other marketing materials (the contents of which you shall be solely responsible for) to be used in connection with the syndication and to make available representatives of the Company for meetings with prospective Lenders, (c) obtain, at your expense, monitored public rating of the Credit Facilities and the Notes from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) at least 30 days prior to the Closing Date and to participate actively in the process of securing such rating and (d) take all other actions reasonably requested by us so that we will have a period of at least 30 days prior to the Closing Date to syndicate the Credit Facilities. You also agree to use your commercially reasonable efforts to ensure that our syndication efforts benefit materially from your (and your affiliates’) existing lending relationships.

     3. Fees. As consideration for our commitment hereunder and our agreement to arrange, manage, structure and syndicate the Credit Facilities, you agree to pay to us the fees as set forth in the Fee Letter.

     4. Conditions. Merrill Lynch’s commitment hereunder is subject to the conditions set forth elsewhere herein and in Annex II to this Commitment Letter.

     5. Information and Investigations. You hereby represent and covenant that (a) all information and data (excluding financial projections and projected industry data) that have been or will be made available by you or any of your subsidiaries or officers (including information delivered by your representatives or advisors on your behalf) to us or any Lender (whether prior to or on or after the date hereof) in connection with the Transactions, taken as a whole, or filed with the Securities and Exchange Commission (the “Information”) is and will be complete and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made, (b) all financial projections and projected industry data concerning the Company and its subsidiaries and the transactions contemplated hereby (the “Projections”) that have been made or will be prepared by or on behalf of you or any of your subsidiaries or officers (or by your representatives or advisors on your behalf) and that have been or will be made available to us or any Lender in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time provided. You agree to supplement the Information and the Projections from time to time until the Closing Date and, if requested by us, for a reasonable period thereafter necessary to complete the syndication of the Credit Facilities so that the representation and covenant in the preceding sentence remain correct in all material respects. In syndicating the Credit Facilities we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent check or verification thereof.

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     6. Indemnification. You agree (i) to indemnify and hold harmless Merrill Lynch and each of the other Lenders and their respective officers, directors, employees, affiliates, agents and controlling persons (Merrill Lynch and each such other person being an “Indemnified Party”) from and against any and all losses, claims, damages, costs, expenses and liabilities, joint or several, to which any Indemnified Party becomes subject under any applicable law or otherwise, in each case, related to or arising out of or in connection with this Commitment Letter, the Fee Letter, the Term Sheet, the Credit Facilities, the loans under the Credit Facilities, the use of proceeds of any such loan, any of the Transactions or any related transaction and the performance by any Indemnified Party of the services contemplated hereby and will reimburse each Indemnified Party for any and all reasonable and actual expenses (including reasonable counsel fees and expenses) promptly following written demand in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of you, your affiliates or security holders and whether or not any of the Transactions are consummated or this Commitment Letter is terminated, except to the extent resulting from such Indemnified Party’s bad faith, gross negligence or willful misconduct and (ii) not to assert any claim against any Indemnified Party for consequential, punitive or exemplary damages on any theory of liability in connection in any way with the Transactions.

     You agree that, without our prior written consent, neither you nor any of your subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (if an Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes an unconditional written release in form and substance reasonably satisfactory to the Indemnified Parties of each Indemnified Party from all liability arising out of such claim, action or proceeding and (ii) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.

     In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against you or any of your subsidiaries or affiliates in which such Indemnified Party is not named as a defendant, you agree to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and expenses of its legal counsel.

     7. Expenses. You agree to reimburse us and our affiliates for our and their reasonable expenses on the Closing Date or, if the Closing Date does not occur, within 15 days after the termination of our commitments hereunder (including, without limitation, all reasonable due diligence investigation expenses, Syndtrak expenses, fees of consultants engaged with your consent (not to be unreasonably withheld), syndication expenses (including

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printing, distribution, and bank meetings), appraisal and valuation fees and expenses, travel expenses, duplication fees and expenses, audit fees, search fees and the reasonable fees, disbursements and other charges of counsel (and any local counsel) and any sales, use or similar taxes (and any additions to such taxes) related to any of the foregoing) incurred in connection with the negotiation, preparation, execution and delivery, waiver by Merrill Lynch or modification requested by the Company, collection and enforcement of this Commitment Letter, the Term Sheet, the Fee Letter and the Credit Documents in connection therewith and whether or not such fees and expenses are incurred before or after the date hereof or any loan documentation is entered into or the Transactions are consummated or any extensions of credit are made under the Credit Facilities or this Commitment Letter is terminated or expires; provided that this Section 7 shall not apply to costs and expenses (including fees, disbursements and charges of counsel) incurred in connection with a Notes Offering, which are governed by the Engagement Letter (as defined below). We agree, that upon request but not more frequently than monthly, we will provide estimates of expenses incurred subject to this Section 7.

     8. Confidentiality. This Commitment Letter, the Term Sheet, the contents of any of the foregoing and our and/or our affiliates’ activities pursuant hereto or thereto are confidential and shall not be disclosed by or on behalf of you or any of your affiliates to any person without our prior written consent, except that you may disclose (i) this Commitment Letter, the Fee Letter and the Term Sheet to your officers, directors, employees and advisors, and then only in connection with the Transactions and on a confidential need-to-know basis, (ii) this Commitment Letter and the Term Sheet in the documents related to the Notes Offering and the Tender Offer as well as other required SEC filings and quarterly earnings releases and (iii) this Commitment Letter, the Fee Letter and the Term Sheet to the extent required by applicable law or compulsory legal process (based on the advice of legal counsel); provided, however, that in the event of any such compulsory legal process you agree to give us prompt notice thereof and to cooperate with us in securing a protective order in the event of compulsory disclosure and that any disclosure made pursuant to public filings shall be subject to our prior review. Except as set forth above, you agree that you will permit us to review and approve (such approval not to be unreasonably withheld or delayed) any reference to any of us or any of our affiliates in connection with the Credit Facilities or the transactions contemplated hereby contained in any press release or similar public disclosure prior to public release. You agree that we and our affiliates may share information concerning you and your subsidiaries and affiliates among ourselves solely in connection with the performance of our services hereunder and the evaluation and consummation of financings and Transactions contemplated hereby.

     9. Termination. Our commitment hereunder is based upon the financial and other Information and Projections regarding you previously provided to us. In the event that the Information and Projections, taken as a whole, shall be misleading or incorrect in any material respect, or by means of continuing review or otherwise, we become aware of or discover new information or developments concerning conditions or events previously disclosed

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to us that is inconsistent in any material adverse respect with the Projections or the Information provided to us prior to the date hereof, or if any condition referred to in Annex II is incapable of being fulfilled on or prior to September 30, 2005, this Commitment Letter and Merrill Lynch’s commitment hereunder shall terminate upon written notice by Merrill Lynch. In addition, Merrill Lynch’s commitment hereunder shall terminate in its entirety (A) on September 30, 2005 if the Credit Documents are not executed and delivered by the Company and the Lenders by such date or (B) on the date of execution and delivery of the Credit Documents by the Company and the Lenders. Notwithstanding the foregoing, the provisions of Sections 6, 7, 8 and 11 hereof shall survive any termination pursuant to this Section 9.

     10. Assignment; etc. This Commitment Letter and our commitment hereunder shall not be assignable by any party hereto without the prior written consent of the other parties hereto, and any attempted assignment shall be void and of no effect; provided, however, that nothing contained in this Section 10 shall prohibit us (in our sole discretion) from (i) performing any of our duties hereunder through any of our affiliates, and you will owe any related duties (including those set forth in Section 2 above) to any such affiliate, and (ii) granting (in consultation with you) participations in, or selling (in consultation with you) assignments of all or a portion of, the commitments or the loans under the Credit Facilities pursuant to arrangements satisfactory to us. This Commitment Letter is solely for the benefit of the parties hereto and does not confer any benefits upon, or create any rights in favor of, any other person.

     11. Governing Law; Waiver of Jury Trial. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of any of the Transactions or the other transactions contemplated hereby, or the performance by us or any of our affiliates of the services contemplated hereby.

     12. Amendments; Counterparts; etc. No amendment or waiver of any provision hereof or of the Term Sheets shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter, the Engagement Letter, the Term Sheet and the Fee Letter are the only agreements between the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties with respect thereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart by telecopier shall be effective as delivery of a manually executed counterpart.

     13. Public Announcements; Notices. With your consent (not to be unreasonably withheld), we may publicly announce as we may choose the capacities in which we or our affiliates have acted hereunder. Any notice given pursuant hereto shall be mailed or hand delivered in writing, if to (i) you, at your address set forth on page one hereof, Attention: Edward J. Borkowski, Chief Financial Officer, with a copy to James Douglas, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036; and (ii) Merrill Lynch, at World Financial Center, North Tower, 250 Vesey Street, New York, New York 10080, Attention: Sarang Gadkari, with a copy to Jonathan Schaffzin, Esq., at Cahill Gordon & Reindel llp, 80 Pine Street, New York, New York 10005.

(Signature Page Follows)

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     Please confirm that the foregoing correctly sets forth our agreement of the terms hereof and the Fee Letter by signing and returning to Merrill Lynch the duplicate copy of this letter and the Fee Letter enclosed herewith. Unless we receive your executed duplicate copies hereof and thereof by 5:00 p.m., New York City time, on June 14, 2005, our commitment hereunder will expire at such time.

     We are pleased to have this opportunity and we look forward to working with you on this transaction.

		Very truly yours,
		MERRILL LYNCH CAPITAL CORPORATION
		By:	/s/  SARANG GADKARI
			Name: Sarang Gadkari
			Title:   Vice President
		MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
		By:	/s/  SARANG GADKARI
			Name: Sarang Gadkari
			Title:   Vice President
Accepted and agreed to as of
the date first written above:
MYLAN LABORATORIES INC.
By:	/s/  EDWARD J. BORKOWSKI
	Name: Edward J. Borkowski
	Title:   Chief Financial Officer

Annex I

Sources and Uses of Funds
(in $ millions)

Sources			Uses
Revolving Facility1	$	—	Consideration for Tender Offer	$	1,000
Term Loan Facility2		775	Consideration for Open Market Repurchase Program	$	250
Cash on Hand		499	Estimated fees and expenses		24
Total Sources	$	1,274	Total Uses	$	1,274

1	$200 of commitments.
2	The Company currently intends, subject to market conditions, to issue $500 of Notes, in which event the Term Loan Facility would be reduced on a dollar-for-dollar basis to $275.

Annex II

Summary of Additional Conditions Precedent

     Except as otherwise set forth below, Merrill’s commitment in respect of the Credit Facilities and the initial borrowing under the Credit Facilities shall be subject to compliance by the Company with its agreements in the Commitment Letter and the following conditions precedent:

     1. After the date hereof and prior to and during the syndication of the Credit Facilities, none of the Company or any of its subsidiaries or affiliates shall have syndicated or issued, attempted to syndicate or issue, announced or authorized the announcement of, or engaged in discussions concerning the syndication or issuance of any debt facility or debt security of any of them, including renewals thereof, other than the Credit Facilities and the Notes.

     2. The Lead Arranger shall be reasonably satisfied with all material terms of the Transactions and shall have had the opportunity to review and shall be reasonably satisfied with the documentation relating to the Note Offering, the Tender Offer and the other Transactions. Simultaneously with the making of the initial loans under the Credit Facilities, the common stock to be purchased pursuant to the Tender Offer shall be accepted for purchase in all material respects in accordance with the terms of the Company’s offer to purchase related thereto (without the waiver or amendment of any material condition unless consented to by the Lead Arranger). The Transactions shall be in compliance with all applicable laws and regulations. Following the date of the Commitment Letter, no law or regulation shall have become effective that restrains or imposes material adverse conditions upon the consummation of the Transactions.

     3. The Company and its subsidiaries shall have outstanding no indebtedness or preferred stock (or direct or indirect guarantee or other credit support in respect thereof) other than the Loans and, if applicable, the Notes and other ordinary course indebtedness (including capitalized lease obligations) reasonably acceptable to the Lead Arranger in an amount not to exceed $75.0 million. All liens in respect of all indebtedness of the Company and its subsidiaries to be repaid shall have been released.

     4. The delivery, on or prior to the Closing Date, of a certificate on behalf of the Company from the chief financial officer of the Company with respect to the solvency (on a consolidated basis) of the Company and of each Credit Party immediately after the consummation of the Transactions to occur on the Closing Date.

     5. Since March 31, 2005, there shall not have occurred or become known to us any change, event, violation, circumstance or effect that has had, or that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the

business, assets, liabilities, financial condition or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Change”) and there shall be no litigation or administrative proceeding that could reasonably be expected to have a Material Adverse Change or a material adverse effect on the ability of the parties to consummate the Transactions.

     6. The Lead Arranger shall have received reasonably satisfactory evidence (including satisfactory supporting schedules and other data) that the ratio of pro forma consolidated debt to Adjusted EBITDA (to be defined to include adjustments to be agreed for non-recurring items, including restructuring charges, litigation settlements and expenses and terminated acquisition costs) of the Company and its subsidiaries calculated in a manner reasonably acceptable to the Lead Arranger and after giving effect to the Transactions for the trailing 12 months ended June 30, 2005 was not greater than 2.50:1.

     7. The Company shall have provided to the Lead Arranger a pro forma consolidated balance sheet and statement of operations of the Company as of and for the year ended March 31, 2005 (or, if available, June 30, 2005), after giving effect to the Transactions, which balance sheet and statement of operations shall not be materially inconsistent with the forecasts previously provided to the Lenders.

     8. All invoiced accrued fees and expenses (including the reasonable fees and expenses of counsel to the Lead Arranger) of the Lead Arranger in connection with the Credit Documents shall have been paid in accordance with the Commitment Letter.

     9. The Credit Documents shall have been executed and delivered by each Credit Party in form and substance reasonably acceptable to the Lenders. The Administrative Agent shall have received reasonably satisfactory borrowing certificates and other customary closing certificates. The Administrative Agent, for the benefit of the secured parties under the Credit Documents, shall have a valid security interests in the assets or equity interests, as the case may be, described under “—Security” in the Term Sheet. There shall be no defaults, prepayment events or creation of liens under debt instruments or other material agreements as a result of the Transactions. The Lenders shall have received such other customary legal opinions, corporate documents, evidence of good standing and authority, evidence of insurance and other instruments and/or certificates as they may reasonably request.

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