Preview | Registration Rights Agreement |

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the Agreement) is made and entered into this 21 day of July, 2005, among Mylan Laboratories Inc., a Pennsylvania corporation (the Company), each of the subsidiaries of the Company listed on the signature page hereto (the Guarantors and, together with the Company, the Issuers) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Capital Markets, Inc., KeyBanc Capital Markets, a Division of McDonald Investments Inc., PNC Capital Markets, Inc. and Sun Trust Capital Markets, Inc. (collectively, the Initial Purchasers).

This Agreement is made pursuant to the Purchase Agreement, dated July 14, 2005, among the Issuers and the Initial Purchasers (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $500,000,000 principal amount of the Companys 5.750% Senior Notes due 2010 (the 2010 Notes) and 6.375% Senior Notes due 2015 (the 2015 Notes and together with the 2010 Notes, the Notes) as described in the Purchase Agreement. The Notes are to be unconditionally guaranteed by the Guarantors on a senior unsecured basis (the Guarantees and, together with the Notes, the Securities). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:

1933 Act shall mean the Securities Act of 1933, as amended from time to time.

1934 Act shall mean the Securities Exchange Act of l934, as amended from time to time.

Closing Date shall mean the Closing Time as defined in the Purchase Agreement.

Company shall have the meaning set forth in the preamble and shall also include the Companys successors.

Depositary shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York.

Exchange Offer shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

Exchange Offer Registration shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

Exchange Period shall have the meaning set forth in Section 2.1 hereof.

Exchange Securities shall mean the 5.750% Senior Notes due 2010 and the 6.375% Senior Notes due 2015 issued by the Company under the Indenture, together with unconditional guarantees thereof by each of the Guarantors, each containing terms identical to the Securities in all material respects (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities, or if no such interest has been paid, from July 21, 2005, and (ii) the additional interest rate, restrictions on transfers and restrictive legends provisions thereon shall be eliminated), to be offered to Holders of Securities in exchange for Registrable Securities pursuant to the Exchange Offer.

Guarantees shall have the meaning set forth in the preamble.

Guarantors shall have the meaning set forth in the preamble and shall also include their respective successors.

Holder shall mean an Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

Indenture shall mean the Indenture relating to the Securities, dated as of July 21, 2005, between the Issuers and The Bank of New York, as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

End of Preview

Home Intelligence Services Subscriptions News About Us