8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 27, 2005

MYLAN LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of
Incorporation) 1-9114
(Commission File
Number) 25-1211621
(I.R.S. Employer
Identification No.)

1500 Corporate Drive
Canonsburg, PA 15317
(Address of principal executive offices)

(724) 514-1800
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 1.02. Termination of a Material Definitive Agreement.

     On February 27, 2005, Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), Summit Merger Corporation, a wholly-owned subsidiary of the Company, and King Pharmaceuticals, Inc. (“King”) entered into a termination agreement (the “Termination Agreement”) pursuant to which that certain Agreement and Plan of Merger dated as of July 23, 2004 (the “Merger Agreement”) was terminated. Following discussions, the parties were not able to agree upon terms for a revised transaction. A copy of the Termination Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

     On February 27, 2005, the Company and King issued a joint press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
10.1	Termination Agreement, dated as of February 27, 2005, by and among Mylan Laboratories Inc., Summit Merger Corporation and King Pharmaceuticals, Inc.
99.1	Joint Press release of Mylan Laboratories Inc. and King Pharmaceuticals, Inc., dated February 27, 2005.

SIGNATURE

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

	MYLAN LABORATORIES INC.
Date:  February 28, 2005	By:	/s/ Edward J. Borkowski Edward J. Borkowski Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Termination Agreement, dated as of February 27, 2005, by and among Mylan Laboratories Inc., Summit Merger Corporation and King Pharmaceuticals, Inc.
99.1	Joint Press release of Mylan Laboratories Inc. and King Pharmaceuticals, Inc., dated February 27, 2005.

EX-10.1

Exhibit 10.1

TERMINATION AGREEMENT

     TERMINATION AGREEMENT (this “Agreement”) dated as of February 27, 2005 by and among MYLAN LABORATORIES INC., a Pennsylvania corporation (“Mylan”), SUMMIT MERGER CORPORATION, a Tennessee corporation (“Summit”), and KING PHARMACEUTICALS, INC., a Tennessee corporation (“King”).

     WHEREAS, Mylan, Summit and King are parties to an Agreement and Plan of Merger dated as of July 23, 2004 (the “Merger Agreement”) (capitalized terms used but not defined herein have the meanings set forth therein); and

     WHEREAS, pursuant to Section 7.1(a) of the Merger Agreement, the Merger Agreement may be terminated, by mutual written consent of Mylan and King, if the Board of Directors of each so determines.

     NOW, THEREFORE, Mylan, Summit and King hereby agree as follows:

     1. Termination of Merger Agreement. Pursuant to Section 7.1(a) of the Merger Agreement, Mylan and King consent to the termination of, and Mylan, Summit and King hereby terminate, the Merger Agreement and abandon the Merger contemplated thereby, with the effects described in Section 7.2 of the Merger Agreement.

     2. Representations and Warranties of Mylan and Summit. Mylan and Summit each represent and warrant to King that it has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby. The execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Mylan and Summit. This Agreement has been duly executed and delivered by each of Mylan and Summit and constitutes a valid and binding agreement of each of Mylan and Summit, enforceable against Mylan and Summit, respectively, in accordance with its terms.

     3. Representations and Warranties of King. King represents and warrants to Mylan and Summit that King has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby. The execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of King. This Agreement has been duly executed and delivered by King and constitutes a valid and binding agreement of King, enforceable against it in accordance with its terms.

     4. Cooperation. The parties shall cooperate with each other and promptly prepare and file all necessary documentation to withdraw all applications, notices, petitions and filings made with, and shall use their reasonable efforts to terminate any proceedings (other than any pending litigation) before, any Governmental Entities in connection with the Merger Agreement.

     5. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

     6. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered (including by facsimile) to the other parties.

     7. Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

     8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except for such provisions where Tennessee law is mandatorily applicable, which provisions shall be governed by and construed in accordance with the laws of the State of Tennessee.

*    *    *    *    *

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     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth above.

MYLAN LABORATORIES INC.

By:      /s/ Robert J. Coury Name:  Robert J. Coury
Title:  Vice Chairman and Chief Executive Officer

KING PHARMACEUTICALS, INC.
By:      /s/ Brian Markison Name:  Brian Markison
Title:  Chief Executive Officer

SUMMIT MERGER CORPORATION

By:      /s/ Robert J. Coury Name:  Robert J. Coury
Title:  Chief Executive Officer

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EX-99.1

Exhibit 99.1

CONTACTS:

Heather Bresch (Public Relations)

Mylan Laboratories Inc.

724.514.1800

Kris King (Investor Relations)

Mylan Laboratories Inc.

724.514.1800

James E. Green

King Pharmaceuticals

423.989.8125

Mylan and King Terminate Merger Agreement

PITTSBURGH, PA and BRISTOL, TN — February 27, 2005 — Mylan Laboratories Inc. (NYSE: MYL) and King Pharmaceuticals, Inc. (NYSE: KG) today announced that the companies have mutually agreed to terminate the agreement pursuant to which Mylan was to acquire King. Following discussions, the companies were not able to agree upon terms for a revised transaction.

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, manufacture and market an extensive line of generic and proprietary products.

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

About King Pharmaceuticals:
King, headquartered in Bristol, Tennessee, is a vertically integrated branded pharmaceutical company. King, an S&P 500 Index company, seeks to capitalize on opportunities in the pharmaceutical industry through the development, including through in-licensing arrangements and acquisitions, of novel branded prescription pharmaceutical products in attractive markets and the strategic acquisition of branded products that can benefit from focused promotion and marketing and product life-cycle management.