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 | 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (334K)
Doc #281640: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MYLAN LABORATORIES INC.
SUMMIT MERGER CORPORATION
AND
KING PHARMACEUTICALS, INC.
DATED AS OF JULY 23, 2004
{PAGE}
AGREEMENT AND PLAN OF MERGER
TABLE OF CONTENTS
ARTICLE I THE MERGER...........................................................2
SECTION 1.1 The Merger.....................................................2
SECTION 1.2 Closing........................................................2
SECTION 1.3 Effective Time.................................................2
SECTION 1.4 Effects of the Merger..........................................2
SECTION 1.5 Organizational Documents of the Surviving Corporation..........2
SECTION 1.6 Directors and Officers of the Surviving Corporation............3
ARTICLE II EFFECTS OF THE MERGER; EXCHANGE OF CERTIFICATES.....................3
SECTION 2.1 Effect on Capital Stock........................................3
SECTION 2.2 Exchange of Shares and Certificates............................4
ARTICLE III REPRESENTATIONS AND WARRANTIES.....................................7
SECTION 3.1 Representations and Warranties of the Company..................7
SECTION 3.2 Representations and Warranties of Parent and Merger Sub.......36
ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS..........................51
SECTION 4.1 Conduct of Business...........................................51
SECTION 4.2 No Solicitation...............................................56
ARTICLE V ADDITIONAL AGREEMENTS...............................................60
SECTION 5.1 Preparation of SEC Documents; Stockholders' Meetings..........60
SECTION 5.2 Accountant's Letters and Consents.............................62
SECTION 5.3 Access to Information; Confidentiality........................63
SECTION 5.4 Antitrust Filings; Reasonable Best Efforts....................65
SECTION 5.5 Indemnification...............................................66
SECTION 5.6 Employee Benefits.............................................69
SECTION 5.7 Fees and Expenses.............................................70
SECTION 5.8 Public Announcements..........................................70
SECTION 5.9 Listing.......................................................71
SECTION 5.10 Tax-Free Reorganization Treatment.............................71
SECTION 5.11 Conveyance Taxes..............................................71
SECTION 5.12 Equity Awards.................................................71
SECTION 5.13 Affiliates....................................................73
SECTION 5.14 Notification of Certain Matters...............................73
SECTION 5.15 Rights Plans; State Takeover Laws.............................74
SECTION 5.16 Reservation of Parent Common Stock............................74
SECTION 5.17 Stockholder Litigation........................................74
SECTION 5.18 Convertible Debentures........................................74
SECTION 5.19 Settlements...................................................75
i
{PAGE}
ARTICLE VI CONDITIONS PRECEDENT...............................................75
SECTION 6.1 Conditions to Each Party's Obligation to Effect the Merger....75
SECTION 6.2 Conditions to Obligations of the Company......................76
SECTION 6.3 Conditions to Obligations of Parent and Merger Sub............77
ARTICLE VII TERMINATION.......................................................78
SECTION 7.1 Termination...................................................78
SECTION 7.2 Effect of Termination.........................................80
SECTION 7.3 Payments......................................................80
SECTION 7.4 Amendment.....................................................81
SECTION 7.5 Extension; Waiver.............................................81
ARTICLE VIII GENERAL PROVISIONS...............................................82
SECTION 8.1 Nonsurvival of Representations and Warranties.................82
SECTION 8.2 Notices.......................................................82
SECTION 8.3 Definitions...................................................83
SECTION 8.4 Terms Defined Elsewhere.......................................89
SECTION 8.5 Interpretation................................................92
SECTION 8.6 Counterparts..................................................93
SECTION 8.7 Entire Agreement; No Third-Party Beneficiaries................93
SECTION 8.8 Governing Law.................................................93
SECTION 8.9 Assignment....................................................93
SECTION 8.10 Consent to Jurisdiction.......................................93
SECTION 8.11 Headings, etc.................................................94
SECTION 8.12 Severability..................................................94
SECTION 8.13 Failure or Indulgence Not Waiver; Remedies Cumulative.........94
SECTION 8.14 Waiver of Jury Trial..........................................94
SECTION 8.15 Specific Performance..........................................94
ii
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of July 23, 2004, by and among MYLAN LABORATORIES INC., a
Pennsylvania corporation ("Parent"), SUMMIT MERGER CORPORATION, a Tennessee
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and
KING PHARMACEUTICALS, INC., a Tennessee corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of Parent, Merger Sub
and the Company have deemed it advisable and in the best interests of their
respective corporations and stockholders that the parties hereto consummate
the transactions contemplated herein; and
WHEREAS, in furtherance thereof, the Boards of Directors of each of
Parent, Merger Sub and the Company have adopted and approved this Agreement
and the merger of Merger Sub with and into the Company with the Company
continuing as the surviving corporation (the "Merger"), upon the terms and
subject to the conditions set forth in this Agreement and in accordance with
the provisions of the Tennessee Business Corporation Act (the "TBCA"); and
WHEREAS, the Boards of Directors of each of the Company and Merger
Sub have determined to recommend to their respective stockholders the approval
and adoption of this Agreement and the Merger; and
WHEREAS, the Board of Directors of Parent has approved, and has
determined to recommend to its stockholders approval of, the issuance of
shares of Parent Common Stock (as defined in Section 2.1(a)) in connection
with the Merger (the "Stock Issuance"); and
WHEREAS, Parent, as the sole stockholder of Merger Sub, has approved
this Agreement and the Merger; and
WHEREAS, for United States federal income tax purposes, it is
intended that the Merger shall qualify as a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), and this Agreement is intended to be, and is hereby, adopted as a
plan of reorganization within the meaning of Section 368 of the Code.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1
{PAGE}
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the TBCA, at the Effective
Time (as defined in Section 1.3), Merger Sub shall be merged with and into the
Company, the separate corporate existence of Merger Sub shall cease and the
Company shall continue as the surviving corporation in the Merger (the
"Surviving Corporation").
SECTION 1.2 CLOSING. The closing of the Merger (the "Closing") shall
take place at 10:00 a.m., New York City time, on a date to be specified by the
parties, which shall be no later than the second business day after
satisfaction or waiver of all of the conditions set forth in Article VI (other
than delivery of items to be delivered at the Closing and other than those
conditions that by their nature are to be satisfied at the Closing, it being
understood that the occurrence of the Closing shall remain subject to the
satisfaction or waiver of such conditions at the Closing) at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New
York 10036, unless another time, date or place is agreed to in writing by the
parties hereto. The date on which the Closing occurs is referred to herein as
the "Closing Date."
SECTION 1.3 EFFECTIVE TIME. Subject to the terms and conditions of
this Agreement, as soon as practicable on the Closing Date, the parties shall
cause the Merger to be consummated by filing articles of merger in such form
as required by, and executed in accordance with, the relevant provisions of
the TBCA (the "Articles of Merger") with the Secretary of State of the State
of Tennessee (the "Secretary of State") and shall make all other filings or
recordings required under the TBCA. The Merger shall become effective at such
time as the Articles of Merger are duly filed with the Secretary of State, or
at such subsequent date or time as Parent and the Company shall agree and
specify in the Articles of Merger. The time at which the Merger becomes
effective is referred to herein as the "Effective Time."
SECTION 1.4 EFFECTS OF THE MERGER. At the Effective Time, the Merger
shall have the effects set forth in this Agreement and in the applicable
provisions of the TBCA.
SECTION 1.5 ORGANIZATIONAL DOCUMENTS OF THE SURVIVING CORPORATION.
At the Effective Time, the Company Charter (as defined in Section 3.1(a)(ii))
shall be amended and restated in its entirety to be identical to the charter
of Merger Sub, as in effect immediately prior to the Effective Time, until
thereafter amended in accordance with Applicable Law (as defined in Section
3.1(g)(ii)) and as provided in such charter; provided, however, that at the
Effective Time, Article I of the charter of the Surviving Corporation shall be
amended and restated in its entirety to read as follows: "The name of the
corporation is King Pharmaceuticals, Inc." At the Effective Time, the Company
Bylaws (as defined in Section 3.1(a)(ii)) shall be amended and restated in
their entirety to be identical to the bylaws of Merger Sub, as in effect
immediately prior to the Effective Time, until thereafter amended in
accordance with Applicable Law and as provided in such bylaws.
281640
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Mylan
As referenced in this Agreement and Plan of Merger:
MYLAN LABORATORIES – ex99-1.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
EXHIBIT 99.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MYLAN LABORATORIES INC.
SUMMIT MERGER CORPORATION
AND
KING PHARMACEUTICALS, INC.
DATED AS OF JULY 23, 2004
{PAGE}
AGREEMENT AND PLAN OF MERGER
TABLE OF CONTENTS
_____________
MYLAN LABORATORIES – OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of July 23, 2004, by and among MYLAN LABORATORIES INC., a
Pennsylvania corporation ("Parent"), SUMMIT MERGER CORPORATION, a Tennessee
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and
KING
_____________
Mylan Laboratories – 474-3700
Attention: Scott A. Barshay, Esq.
James C. Woolery, Esq.
82
{PAGE}
(b) if to Parent or Merger Sub, to it at:
Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg, PA 15317
Fax No: (724) 514-1871
Attention: Chief Legal Officer
with a copy to:
Skadden, Arps, Slate,
_____________
MYLAN LABORATORIES – the date first written above.
KING PHARMACEUTICALS, INC.
By: /s/ Brian A. Markison
--------------------------------
Name: Brian A. Markison
Title: President and
Chief Executive Officer
MYLAN LABORATORIES INC.
By: /s/ Robert J. Coury
--------------------------------
Name: Robert J. Coury
Title: Vice Chairman and
Chief Executive Officer
SUMMIT MERGER CORPORATION
By: /s/ Robert
_____________
dt 206232
;
King Pharma
As referenced in this Agreement and Plan of Merger:
KING PHARMACEUTICALS, – OF MERGER
{TEXT}
EXHIBIT 99.1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
MYLAN LABORATORIES INC.
SUMMIT MERGER CORPORATION
AND
KING PHARMACEUTICALS, INC.
DATED AS OF JULY 23, 2004
{PAGE}
AGREEMENT AND PLAN OF MERGER
TABLE OF CONTENTS
ARTICLE I THE MERGER...........................................................2
SECTION
_____________
KING PHARMACEUTICALS, – LABORATORIES INC., a
Pennsylvania corporation ("Parent"), SUMMIT MERGER CORPORATION, a Tennessee
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and
KING PHARMACEUTICALS, INC., a Tennessee corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors
_____________
King Pharmaceuticals, – charter of the Surviving Corporation shall be
amended and restated in its entirety to read as follows: "The name of the
corporation is King Pharmaceuticals, Inc." At the Effective Time, the Company
Bylaws (as defined in Section 3.1(a)(ii)) shall be amended and restated in
_____________
King Pharmaceuticals, – following addresses (or at such other address
for a party as shall be specified by like notice):
(a) if to the Company to:
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, TN 37620
Fax No: (423) 989-6282
Attention: General Counsel
with a copy to:
Cravath, Swaine & Moore
_____________
KING PHARMACEUTICALS, – caused this Agreement to be executed under seal by their respective officers
thereunto duly authorized, all as of the date first written above.
KING PHARMACEUTICALS, INC.
By: /s/ Brian A. Markison
--------------------------------
Name: Brian A. Markison
Title: President and
Chief Executive Officer
MYLAN LABORATORIES INC.
By: /s/ Robert
_____________
dt 221451
;
 BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York, – be provided,
in accordance with the terms of the Indenture dated as of November 1, 2001
(the "Indenture"), between the Company and The Bank of New York, as trustee
(the "Trustee"), relating to the Convertible Debentures, to the Trustee and to
each Holder (as defined in the Indenture) as
_____________
dt 206172
;
|
Goldman, Sachs
As referenced in this Agreement and Plan of Merger:
Goldman,
Sachs & Co. – exercise of any of its rights under this Agreement or
the Articles of Merger.
(r) BROKERS AND ADVISORS. Except for fees payable to Goldman,
Sachs & Co. ("Goldman"), no broker, investment banker, financial advisor or
other Person is entitled to any broker's, finder's, financial advisor's or
_____________
dt 207840
;
MLBFS
As referenced in this Agreement and Plan of Merger:
Merrill
Lynch, Pierce, Fenner & Smith – individually or in the aggregate, reasonably likely to have a Parent Material
Adverse Effect.
(n) BROKERS AND ADVISORS. Except for fees payable to Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill"), no broker, investment
banker, financial advisor or other Person is entitled to any broker's,
finder's, financial advisor's
_____________
dt 206306
;
More... |
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| 2007 |
Mylan Laboratories Inc.
Mylan Laboratories Inc. (5K)
Doc #3133186: Click preview link for longer preview.
DSCB:15-1915/5915-2 4. The date of its incorporation: 8-31-1970 5. Check, and if appropriate complete, one of the following: ___The amendment shall be effective upon filing these Articles of Amendment in the Department of State. ___X___The amendment shall be effective on: October 2, 2007 at 12:01 a.m. Date Hour 6. Check one of the following: ___The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. ? 1914(a) and (b) or ? 5914(a). ___X___The amendment was adopted by . . .
3133186
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Mylan
As referenced in this Mylan Laboratories Inc.:
Mylan Laboratories – compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: Mylan Laboratories Inc. 2. The (a) address of this corporation?s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (
_____________
MYLAN LABORATORIES – 1915/5915-3 IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 28th day of September, 2007. MYLAN LABORATORIES INC. Name of Corporation /s/ David L. Kennedy Signature Vice President Title
EXHIBIT A
TO
ARTICLES OF AMENDMENT
Mylan Laboratories Inc.
NOW, THEREFORE, BE IT RESOLVED, that the Articles of
_____________
Mylan Laboratories – duly authorized officer thereof this 28th day of September, 2007. MYLAN LABORATORIES INC. Name of Corporation /s/ David L. Kennedy Signature Vice President Title
EXHIBIT A
TO
ARTICLES OF AMENDMENT
Mylan Laboratories Inc.
NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of the Corporation be amended by deleting in its entirety Article No. 1 and substituting therefore the following provision
_____________
dt 1809889
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Full Doc
| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (243K)
Doc #328355: Click preview link for longer preview.
Asset Purchase Agreement
Between
Faulding Pharmaceutical Co.
and
NaPro BioTherapeutics, Inc.
August 25, 2003
TABLE OF CONTENTS
?1. Definitions
1
?2. Basic Transaction
10
(a)
Purchase and Sale of Assets
10
(b)
Assumption of Liabilities
11
(c)
Closing Payment
11
(d)
The Closing
11
(e)
Deliveries at the Closing
11
(f)
Inventory
11
(g)
Delivery After the Closing of the Mylan Litigation Payments
. . .
328355
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Mylan
As referenced in this Asset Purchase Agreement:
Mylan Laboratories, – infringement action filed in June 2001 by Seller and Abbott in the United States District Court for the Western District of Pennsylvania against Mylan Laboratories, Inc., alleging infringement of U.S. Patent numbers 5,733,888, 5,972,992, 5,977,164, 6,140,359 and 6,
_____________
dt 604325
;
Abbott Labs
As referenced in this Asset Purchase Agreement:
Abbott Laboratories – Agreement, have the following meanings:
"Abbott Agreement" means the Development, License, and Supply Agreement, dated as of July 23, 1999, by and between Abbott Laboratories and Seller, and all amendments thereto.
"Abbott Loan Agreement" means that certain Loan and Security Agreement, dated as of July 23, 1999, by
_____________
Abbott Laboratories. – amendments thereto.
"Abbott Loan Agreement" means that certain Loan and Security Agreement, dated as of July 23, 1999, by and between Seller and Abbott Laboratories.
"Abbott Termination Agreement" means the Agreement attached hereto as Exhibit F.
"Abbott Note" means that certain promissory note of the Seller payable
_____________
Abbott Laboratories – Abbott Termination Agreement" means the Agreement attached hereto as Exhibit F.
"Abbott Note" means that certain promissory note of the Seller payable to Abbott Laboratories made pursuant to the Abbott Loan Agreement.
"Acquired Assets" means all of Seller's right, title, and interest in and to all of
_____________
Abbott Laboratories. – specified consequence.
"BMS Agreement" means the Release and License Agreement, dated November 28, 2001, by and among Bristol-Myers Squibb Company, Seller and Abbott Laboratories.
"Bryn Mawr Agreement" means the License Agreement, dated November 3, 1993, by and between Seller and Bryn Mawr College relating to the
_____________
Abbott Laboratories – the outstanding Seller Shares in favor of this Agreement.
[*]
"Retained Inventory" means any Inventory that has been committed to, and paid for by, Abbott Laboratories or any other Person who is not a party to this Agreement, [*].
"Ross Agreement" means the Software License and Professional Services Agreement, dated
_____________
dt 577938
;
Mayne Group
As referenced in this Asset Purchase Agreement:
Mayne Group Limited
– Lexington Avenue
650 From Road, Second Floor
New York, NY 10022
Paramus, NJ 07652
Attention: William R. Griffith, Esq.
Attention: Stuart Hinchen
And:
Mayne Group Limited
Reed Smith LLP
Level 22
136 Main Street
390 St. Kilda Road Melbourne
Suite 250
Victoria 3000 Australia
Princeton, New Jersey 08543
_____________
dt 687154
;
|
Ross Systems
As referenced in this Asset Purchase Agreement:
Ross Systems, Inc. – Person who is not a party to this Agreement, [*].
"Ross Agreement" means the Software License and Professional Services Agreement, dated as of June 27, 2002, by and between Seller and Ross Systems, Inc.
"Ross Computer ERP system "means the primary server (NAPRO_ERP), an FRX Reporter server (NAPRO_SQL1), an Optio Forms Software server (NAPRO-OPTIO), all software and software licenses required to operate
_____________
Ross Systems, Inc. – technology professionals to separating and testing the separate servers. The steps to be taken will include (w) the transfer of the Ross Agreement from Seller to Buyer with consent of Ross Systems, Inc. ; (x) configuring and implementing Seller's present production hardware, software and data for Buyer's use in running the Business after the Closing Date; (y) configuring and implementing the
_____________
Ross Systems, Inc. – for Seller's use after the Closing; and (z) accomplishing appropriate testing and a cutover for both Buyer and Seller concurrent with Closing. Buyer, at its expense, will (i) direct Ross Systems, Inc. to perform the support tasks necessary to assist in accomplishing the described transfer, (ii) implement an e-mail system for its use after the Closing Date, (iii) upgrade the
_____________
dt 1543151
;
Wells Fargo
As referenced in this Asset Purchase Agreement:
Wells Fargo Securities, LLC – to Buyer on or before the date the Proxy Statement is mailed to the stockholders of Seller a copy of the opinion of Wells Fargo Securities, LLC , dated as of the date of this Agreement and addressed to the Board of Directors of Seller, as to the fairness of
_____________
dt 624702
|
Preview
Full Doc
| 2003 |
Bylaws [Amended and Restated No. 2]
Bylaws [Amended and Restated No. 2] (51K)
Doc #169739: Click preview link for longer preview.
MYLAN LABORATORIES INC.,
A PENNSYLVANIA CORPORATION
SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
ARTICLE I
Shareholders
Section 1.01. Annual Shareholders Meetings. The annual meeting of the shareholders of Mylan Laboratories Inc. (the Corporation) shall be held on the last Friday of July in each year if not a legal holiday, and if a legal holiday, then on the next succeeding day which is not a legal holiday, at 11:00 a.m., at the principal executive office of the Corporation, or at such other date, time and place as may be fixed by the Board of Directors (the Board).
Section 1.02. Special Shareholders Meetings. Special meetings of the shareholders may be called at any time by the Chairman of the Board or by two-thirds of the Board. Special shareholders meetings shall be held at such time and such place as designated by the Chairman of the Board or his designee. No business may be transacted at any special meeting of the shareholders other than that stated in the notice of meeting.
Section 1.03. Organization. The Chairman of the Board shall preside and the Secretary, or in his absence any Assistant Secretary, shall act as secretary, at all meetings of the shareholders. In the event that the Chairman of the Board is absent, the Vice Chairman of the Board shall preside at such meeting. In the absence of the Vice Chairman of the Board, the Chairman of the Board shall designate another member of the Board, or an officer of the Corporation, to preside over such meeting. If the Chairman of the Board fails to designate such person, a member of the Board or an officer of the Corporation shall be selected by a majority of the Board in attendance at such meeting, and that officer shall preside over the meeting. In the absence of the Secretary and any Assistant Secretary, the person presiding over the meeting shall designate any person to act as secretary of the meeting.
Section 1.04. Business of Shareholders Meetings. (a) At any annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual shareholders meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) brought before the meeting by the person presiding over the meeting, or (iii) otherwise properly requested to be brought before the meeting by a shareholder of the Corporation in accordance with Section 1.04(b) of these Bylaws.
(b) For business to be properly requested by a shareholder to be brought before an annual shareholders meeting, the shareholder must (i) be a shareholder of the Corporation of record at the time of the giving of the notice for such annual meeting,
1
(ii) be entitled to vote at such annual meeting, and (iii) be in compliance with the notice procedures set forth in this Section 1.04(b) of the Bylaws. To be timely, a shareholders notice must be received by the Secretary not less than one hundred twenty (120) calendar days prior to the annual shareholders meeting; provided, however, that in the event a public announcement of the date of the annual shareholders meeting is not made at least seventy-five (75) calendar days prior to the date of the annual shareholders meeting, notice by the shareholder to be timely must be received by the Secretary not later than the close of business on the tenth (10th) calendar day following the day on which a public announcement is first made of the date of the annual shareholders meeting. A shareholders notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual shareholders meeting a description in reasonable detail of the business desired to be brought before the annual shareholders meeting and the reasons for conducting such business at the annual meeting; the name and address, as they appear on the Corporations books, of the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made; the class and number of shares of the Corporation that are owned beneficially and of record by the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made; and any material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made. A shareholder must also submit a supporting statement indicating the reasons for bringing such proposal. A shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and the rules and regulations (the Regulations) promulgated thereunder with respect to the matters set forth in this Section 1.04 of the Bylaws. For purposes of these Bylaws, the term public announcement means a posting on the Corporations website, disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Exchange Act or furnished to shareholders. Nothing in this Section 1.04 of the Bylaws will be deemed to affect any rights of shareholders to request inclusion of proposal in the Corporations proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(c) The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with these Bylaws will be made by the person presiding over such meeting, be it the Chairman of the Board, the Vice Chairman of the Board, a Board member or an officer of the Corporation appointed by the Chairman of the Board or selected to preside by the Board pursuant to Section 1.03 of these Bylaws. If the person presiding over the meeting determines that any business is not properly brought before such meeting, he will so declare to the meeting and any such business will not be conducted or considered.
Section 1.05. Order of Business. The order and conduct of business at shareholders meetings shall be determined by the person presiding over the shareholders meeting. The person presiding over such meeting shall have the power to adjourn the meeting to another place, date and time.
169739
|
Mylan
As referenced in this Bylaws [Amended and Restated No. 2]:
MYLAN LABORATORIES –
Ex-3.2
EX-3.2 3 j0410201exv3w2.htm SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
Exhibit 3.2
MYLAN LABORATORIES INC.,
A PENNSYLVANIA CORPORATION
SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
Adopted as of October 24, 2002,
and amended on June 19, 2003
_____________
MYLAN LABORATORIES – Law of Pennsylvania
15
Section 10.01. Subchapter E
15
Section 10.02. Subchapter G
15
Section 10.03. Subchapter H
15
ii
MYLAN LABORATORIES INC.,
A PENNSYLVANIA CORPORATION
SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
ARTICLE I
Shareholders
Section 1.01. Annual Shareholders Meetings. The annual meeting
_____________
Mylan Laboratories – SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
ARTICLE I
Shareholders
Section 1.01. Annual Shareholders Meetings. The annual meeting of the shareholders of Mylan Laboratories Inc. (the Corporation) shall be held on the last Friday of July in each year if not a legal holiday, and if a
_____________
dt 169193
| |
Preview
Full Doc
| 2007 |
Mylan Inc.
Mylan Inc. (52K)
Doc #3133185: Click preview link for longer preview.
MYLAN INC.,
A PENNSYLVANIA CORPORATION
SECOND AMENDED AND RESTATED BYLAWS, AS AMENDED
Adopted as of October 24, 2002, and amended on
June 19, 2003, October 28, 2003, February 18, 2005 and October 2, 2007
TABLE OF CONTENTS
ARTICLE I ? Shareholders
1
Section 1.01. Annual Shareholders Meetings
1
Section 1.02. Special Shareholders Meetings
1
Section 1.03. . . .
3133185
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| Full Doc
| 2008 |
Calculation Agent Agreement
Calculation Agent Agreement (8K)
Doc #3673899: This document is immediately available for purchase, but does not have a preview available for viewing.
3673899
| | |
Preview
Full Doc
| 2004 |
Collaborative Development and Marketing Agreement
Collaborative Development and Marketing Agreement (195K)
Doc #321403: Click preview link for longer preview.
COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT
This COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT is entered into as of August 12, 2004 (the �Effective Date�), by and between PALATIN TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 (�Palatin�) and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501 Fifth Avenue, Bristol, Tennessee 37620, (�King�). Each of King and Palatin is sometimes referred to individually herein as a . . .
321403
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Mylan
As referenced in this Collaborative Development and Marketing Agreement:
Mylan Laboratories – by the JDMC and annexed hereto as an amendment to Exhibit F.
11
1.84 Merger means the merger contemplated by the Agreement and Plan of Merger by and among Mylan Laboratories Inc., Summit Merger Corporation and King, dated as of July 23, 2004.
1.85 NA means the countries and jurisdictions in North America, including Canada, Mexico, and Puerto Rico, and
_____________
dt 1334826
;
CTI
As referenced in this Collaborative Development and Marketing Agreement:
Competitive Technologies, Inc – Option has the meaning set forth in Section 5.1.
1.30 CT License Agreement means the License Agreement dated as of March 31, 1998 by and between Palatin and Competitive Technologies, Inc . (CT), a copy of which has been provided to King, as it may be amended from time to time hereafter, with the consent of King, to the extent required
_____________
dt 1435830
;
King Pharma
As referenced in this Collaborative Development and Marketing Agreement:
KING PHARMACEUTICALS, INC – by their duly authorized representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC.,
By:_________________________
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC .,
By:_________________________
Name:
Title:
58
_____________
dt 625749
;
|
Mintz Levin
As referenced in this Collaborative Development and Marketing Agreement:
Mintz Levin – Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
And a copy to:
Mintz Levin Cohn Ferris Glovsky and Popeo PC
666 Third Avenue
New York, New York 10017
Tel: (212) 935-3000
Fax: (212) 983-3115
Attention:
_____________
dt 501208
;
Palatin Tech.
As referenced in this Collaborative Development and Marketing Agreement:
Palatin Technologies, Inc – General Counsel
With a copy to:
501 Fifth Street
Bristol, Tennessee 37620
Tel: (423) 989-8000
Fax:
Attention: Business Development
If to Palatin:
Palatin Technologies, Inc .
Cedar Brook Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
Attention:
_____________
Palatin Technologies, Inc – New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
Attention: Carl Spana, Ph.D.
With a copy to:
Stephen T. Wills
Palatin Technologies, Inc .
Cedar Brook Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
And
_____________
PALATIN TECHNOLOGIES, INC – the Parties have caused this Collaborative Development and Marketing Agreement to be executed by their duly authorized representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC .,
By:_________________________
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC.,
By:_________________________
Name:
Title:
58
_____________
dt 648355
|
Preview
Full Doc
| 2005 |
Collaborative Development and Marketing Agreement
Collaborative Development and Marketing Agreement (316K)
Doc #1025927: Click preview link for longer preview.
This COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT is entered into
as of August 12, 2004 (the "Effective Date"), by and between PALATIN
TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook
Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 ("Palatin")
and KING PHARMACEUTICALS, INC., a Tennessee corporation having an address of 501
Fifth Avenue, Bristol, Tennessee 37620, ("King"). Each of King and Palatin is
sometimes referred to individually herein as a "Party" and collectively as the
"Parties" . . .
1025927
|
Mylan
As referenced in this Collaborative Development and Marketing Agreement:
Mylan Laboratories – the JDMC and annexed hereto as an amendment to
Exhibit F.
11
1.84 "MERGER" means the merger contemplated by the Agreement and Plan of Merger
by and among Mylan Laboratories Inc., Summit Merger Corporation and King, dated
as of July 23, 2004.
1.85 "NA" means the countries and jurisdictions in North America, including
Canada, Mexico, and Puerto Rico, and
_____________
dt 1334827
;
CTI
As referenced in this Collaborative Development and Marketing Agreement:
Competitive Technologies, Inc – OPTION" has the meaning set forth in Section 5.1.
1.30 "CT LICENSE AGREEMENT" means the License Agreement dated as of March 31,
1998 by and between Palatin and Competitive Technologies, Inc . ("CT"), a copy of
which has been provided to King, as it may be amended from time to time
hereafter, with the consent of King, to the extent required
_____________
dt 1435839
;
|
King Pharma
As referenced in this Collaborative Development and Marketing Agreement:
KING PHARMACEUTICALS, INC – the "Effective Date"), by and between PALATIN
TECHNOLOGIES, INC., a Delaware corporation having an address of Cedar Brook
Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 ("Palatin")
and KING PHARMACEUTICALS, INC ., a Tennessee corporation having an address of 501
Fifth Avenue, Bristol, Tennessee 37620, ("King"). Each of King and Palatin is
sometimes referred to individually herein as a "Party" and
_____________
KING PHARMACEUTICALS, INC – Collaborative
Development and Marketing Agreement to be executed by their duly authorized
representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC.,
By:
----------------------------------
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC .,
By:
----------------------------------
Name:
Title:
58
EXHIBIT A
INITIAL PLAN FOR DEVELOPMENT AND MARKETING PROGRAM
[INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24b-2]
EXHIBIT B
_____________
King Pharmaceuticals, Inc – and between Palatin
Technologies, Inc. a Delaware corporation, with its principal place of business
at Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey
08512 (the "Company"), and King Pharmaceuticals, Inc ., a Tennessee corporation
with a place of business at 501 Fifth Street, Bristol, Tennessee 37620 (the
"Purchaser"). The Company and the Purchaser are sometimes hereafter referred to
individually as
_____________
KING PHARMACEUTICALS, INC – caused this Agreement to be executed by their duly authorized representatives,
as of the date first written above.
PALATIN TECHNOLOGIES, INC.,
By:
-----------------------------------
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC .,
By:
-----------------------------------
Name:
Title:
[Signature Page to Securities Purchase Agreement]
EXHIBIT I
FORM OF WARRANTS
FORM OF
WARRANT CERTIFICATE
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
_____________
KING PHARMACEUTICALS, INC – COMMON STOCK PURCHASE WARRANT CERTIFICATE
THE WARRANTS EVIDENCED BY THIS CERTIFICATE
ARE NOT EXERCISABLE AFTER 5:00 P.M.,
NEW YORK CITY TIME, ON
_________________, ____, 20____
THIS CERTIFIES THAT:
KING PHARMACEUTICALS, INC ., or its registered assigns, is the
registered holder (the "Registered Holder") of the number of Warrants
set forth above, each of which represents the right to purchase from
Palatin
_____________
dt 1551172
;
Palatin Tech.
As referenced in this Collaborative Development and Marketing Agreement:
PALATIN
TECHNOLOGIES, INC – TEXT>
EXHIBIT 10.2
COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT
This COLLABORATIVE DEVELOPMENT AND MARKETING AGREEMENT is entered into
as of August 12, 2004 (the "Effective Date"), by and between PALATIN
TECHNOLOGIES, INC ., a Delaware corporation having an address of Cedar Brook
Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey 08512 ("Palatin")
and KING PHARMACEUTICALS, INC., a Tennessee corporation having an
_____________
Palatin Technologies, Inc – of receipt by overnight courier addressed as follows,
or to such other address as may be designated from time to time:
If to King: If to Palatin:
501 Fifth Street Palatin Technologies, Inc .
Bristol, Tennessee 37620 Cedar Brook Corporate Centre
Tel: (423) 989-8000 4-C Cedar Brook Drive
Fax: Cranbury, New Jersey 08512
Attention: General Counsel Tel: (609) 495-2200
Fax: (
_____________
Palatin Technologies, Inc – 609) 495-2203
With a copy to: Attention: Carl Spana, Ph.D.
501 Fifth Street
Bristol, Tennessee 37620 With a copy to:
Tel: (423) 989-8000 Stephen T. Wills
Fax: Palatin Technologies, Inc .
Attention: Business Development Cedar Brook Corporate Centre
4-C Cedar Brook Drive
Cranbury, New Jersey 08512
Tel: (609) 495-2200
Fax: (609) 495-2203
And a copy to:
Mintz
_____________
PALATIN TECHNOLOGIES, INC – LEFT BLANK]
57
IN WITNESS WHEREOF, the Parties have caused this Collaborative
Development and Marketing Agreement to be executed by their duly authorized
representatives as of the Effective Date.
PALATIN TECHNOLOGIES, INC .,
By:
----------------------------------
Dr. Carl Spana
President and Chief Executive Officer
KING PHARMACEUTICALS, INC.,
By:
----------------------------------
Name:
Title:
58
EXHIBIT A
INITIAL PLAN FOR DEVELOPMENT AND MARKETING PROGRAM
[INFORMATION OMITTED AND
_____________
Palatin
Technologies, Inc – EXHIBIT H
FORM OF SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this "Agreement") is made effective
as of ______________, _______ (the "Effective Date") by and between Palatin
Technologies, Inc . a Delaware corporation, with its principal place of business
at Cedar Brook Corporate Center, 4C Cedar Brook Drive, Cranbury, New Jersey
08512 (the "Company"), and King Pharmaceuticals, Inc., a
_____________
dt 1501040
|
Preview
Full Doc
| 2002 |
Consulting Agreement
Consulting Agreement (41K)
Doc #309426: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into as of July 27, 2000 by and between
MYLAN LABORATORIES INC., a Pennsylvania corporation having an address at 1030
Century Building, 130 Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and
COURY CONSULTING, L.P., a Pennsylvania limited partnership, having an address at
USX Tower, 30th Floor, 600 Grant Street, Pittsburgh, Pennsylvania 15219
("Consultant").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Consultee desires to retain the unique consulting services of
Consultant ("Services"); and
WHEREAS, Consultant is willing to provide such unique Services based on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and intending to be legally bound hereby, the parties covenant and agree as
follows:
Section 1. Engagement. Consultee hereby engages Consultant, and Consultant
hereby accepts such engagement, to evaluate and make recommendations to
Consultee with respect to methods and procedures that are intended to protect
and maximize shareholder value. Additionally, Consultant will, at the
Consultee's request, provide guidance and counsel with respect to business
combinations and commercial business transactions, and any and all other
activities and services incidental thereto provided, however, that nothing
contained in this Agreement shall be construed to include the provision of any
securities investment advice or related service. Consultant shall report to
Milan Puskar in his capacity as Chief Executive Officer of the Consultee and/or
Dana Barnett in his capacity as Executive Vice President of the Consultee and to
no other person or officer of the Consultee.
Section 2. Term and Termination. Subject to an earlier termination of this
Agreement pursuant to subsections (a) (b) and (c) below, the term of this
Agreement shall be for a period of three (3) years from the date set forth
above. Consultee or Consultant may terminate this Agreement prior to expiration
of the term hereof as follows:
(a) Termination Without Cause. Consultee or Consultant may terminate
this Agreement at any time, effective thirty (30) days after delivery of
written notice of termination to the other. In such event, Consultant shall
continue to render Services if requested by Consultee until the effective
date of termination, and Consultant shall be paid its regular monthly
compensation until such date.
1
{PAGE}
(b) Termination For Cause. Consultee may terminate this Agreement for
Cause (as hereinafter defined) at any time, effective upon delivery of
written notice to Consultant. In such event, Consultant shall be entitled
to its regular monthly compensation up to the date of termination, and in
no event shall Consultant be entitled to additional compensation or bonuses
after the effective date of such termination.
(c) Termination Due to a Change in Control. Consultant may terminate
this Agreement due to a Change in Control (as hereinafter defined), upon
written notice to the Consultee delivered within sixty (60) days of such
Change In Control. Such termination shall be effective thirty (30) days
after delivery of such written notice. In such event, Consultant shall
continue to render Services if requested by Consultee until the effective
date of termination, and Consultant shall be paid its regular monthly
compensation until such date. In no event shall a termination due to a
Change of Control be deemed to be a Termination Without Cause.
Section 3. Death or Disability. If Robert J. Coury ("Coury") dies or
becomes mentally or physically disabled during the term of this Agreement,
Consultee shall nonetheless pay to Consultant the compensation which would
otherwise be payable hereunder through the date of Coury's death or disability,
and the term of this Agreement shall be deemed to have expired on the date of
Coury's death or disability.
Section 4. Confidentiality. Consultant hereby agrees that all information
of whatsoever character either delivered to Consultant by Consultee or acquired
by Consultant in the course of performing Services for Consultee shall be
maintained in strictest confidence and shall not be disclosed to third parties
without the written consent of Consultee, except to the extent Consultant deems
necessary to obtain the advice of attorneys, accountants, investment bankers
and/or other consultants in connection with the performance of Services
hereunder. Consultant further agrees not to make any use of such information
unless expressly authorized to do so by Consultee, and shall take no action
which in any way is detrimental to the interests of Consultee in respect of such
information. No license or right of any nature is expressly or impliedly granted
to Consultant for the use of any intellectual property owned or utilized by
Consultee.
Section 5. Personal Service. Consultant's Services to be provided pursuant
to this Agreement shall be performed personally by Coury, and no other person
shall be engaged in the performance of such Services without the prior written
consent of Consultee; provided, however, the foregoing shall not apply to
assistance rendered by accountants, attorneys, investment bankers secretaries,
clerical personnel and other similar professionals and support services required
by Consultant in the performance of Services.
2
{PAGE}
Section 6. Compensation. Consultee shall pay Consultant the following
compensation:
(a) Signing Bonus. In order to induce the Consultant to enter
into this Agreement, Consultee grants to the Consultant an option to
acquire One Hundred Thousand (100,000) shares of the Consultee's
common stock ("Option") such Option to be vested immediately upon the
execution of this agreement. Additional provisions governing the terms
of this Option are contained in an Option Agreement attached as
Exhibit A to this Agreement.
(b) Monthly Compensation. On the first occurring monthly
anniversary of this Agreement and on each subsequent monthly
anniversary through the termination of this Agreement, Consultee
agrees to pay the Consultant the sum of fifteen thousand dollars
($15,000).
(c) Performance Bonus. In its sole and absolute discretion
Consultee may pay the Consultant a performance bonus in such amount,
at such times and based upon such performance as Puskar and Barnett or
their successors may deem appropriate.
(d) Transaction Fee. Consultee agrees to pay the Consultant a fee
equal to one-tenth of one percent (.1%) of the Aggregate Value (as
hereinafter defined) of any Major Transaction (as hereinafter defined)
involving the Consultee (including any transaction in which the
Consultee is the surviving entity); provided, however, that (i) the
309426
|
Mylan
As referenced in this Consulting Agreement:
MYLAN LABORATORIES – 10
{SEQUENCE}3
{FILENAME}ex1017a.txt
{TEXT}
CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into as of July 27, 2000 by and between
MYLAN LABORATORIES INC., a Pennsylvania corporation having an address at 1030
Century Building, 130 Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and
COURY CONSULTING, L.
_____________
MYLAN LABORATORIES – WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
CONSULTANT: CONSULTEE:
COURTY CONSULTING, L.P. MYLAN LABORATORIES INC.
By: Coury Consulting, Inc.
Sole General Partner
By: /s/ Robert J. Coury By:/s/Milan Puskar
------------------- --------------------
Robert J. Coury Milan Puskar
President
_____________
MYLAN LABORATORIES – this 27th day of April, 2001 to that certain
CONSULTING AGREEMENT, made and entered into as of July 27, 2000 by and between
MYLAN LABORATORIES INC., a Pennsylvania corporation having an address at 1030
Century Building, 130 Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and
COURY CONSULTING, L.
_____________
MYLAN LABORATORIES – WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CONSULTANT: CONSULTEE:
COURTY CONSULTING, L.P. MYLAN LABORATORIES INC.
By: Coury Consulting, Inc.
Sole General Partner
By: /s/ Robert J. Coury By: /s/ Milan Puskar
------------------- -------------------------
Robert J. Coury Milan Puskar
President
_____________
MYLAN LABORATORIES
– entered into as of the 27th day of July, 2000 and
amended as of the 27th day of April, 2001 by and between MYLAN LABORATORIES
INC., a Pennsylvania corporation having an address at 1030 Century Building, 130
Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and COURY CONSULTING, L.
_____________
dt 299083
;
| Coury Consulting, L.P.
|
Preview
Full Doc
| 2002 |
Consulting Agreement
Consulting Agreement (41K)
Doc #309434: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into as of July 27, 2000 by and between
MYLAN LABORATORIES INC., a Pennsylvania corporation having an address at 1030
Century Building, 130 Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and
COURY CONSULTING, L.P., a Pennsylvania limited partnership, having an address at
USX Tower, 30th Floor, 600 Grant Street, Pittsburgh, Pennsylvania 15219
("Consultant").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Consultee desires to retain the unique consulting services of
Consultant ("Services"); and
WHEREAS, Consultant is willing to provide such unique Services based on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and intending to be legally bound hereby, the parties covenant and agree as
follows:
Section 1. Engagement. Consultee hereby engages Consultant, and Consultant
hereby accepts such engagement, to evaluate and make recommendations to
Consultee with respect to methods and procedures that are intended to protect
and maximize shareholder value. Additionally, Consultant will, at the
Consultee's request, provide guidance and counsel with respect to business
combinations and commercial business transactions, and any and all other
activities and services incidental thereto provided, however, that nothing
contained in this Agreement shall be construed to include the provision of any
securities investment advice or related service. Consultant shall report to
Milan Puskar in his capacity as Chief Executive Officer of the Consultee and/or
Dana Barnett in his capacity as Executive Vice President of the Consultee and to
no other person or officer of the Consultee.
Section 2. Term and Termination. Subject to an earlier termination of this
Agreement pursuant to subsections (a) (b) and (c) below, the term of this
Agreement shall be for a period of three (3) years from the date set forth
above. Consultee or Consultant may terminate this Agreement prior to expiration
of the term hereof as follows:
(a) Termination Without Cause. Consultee or Consultant may terminate
this Agreement at any time, effective thirty (30) days after delivery of
written notice of termination to the other. In such event, Consultant shall
continue to render Services if requested by Consultee until the effective
date of termination, and Consultant shall be paid its regular monthly
compensation until such date.
1
{PAGE}
(b) Termination For Cause. Consultee may terminate this Agreement for
Cause (as hereinafter defined) at any time, effective upon delivery of
written notice to Consultant. In such event, Consultant shall be entitled
to its regular monthly compensation up to the date of termination, and in
no event shall Consultant be entitled to additional compensation or bonuses
after the effective date of such termination.
(c) Termination Due to a Change in Control. Consultant may terminate
this Agreement due to a Change in Control (as hereinafter defined), upon
written notice to the Consultee delivered within sixty (60) days of such
Change In Control. Such termination shall be effective thirty (30) days
after delivery of such written notice. In such event, Consultant shall
continue to render Services if requested by Consultee until the effective
date of termination, and Consultant shall be paid its regular monthly
compensation until such date. In no event shall a termination due to a
Change of Control be deemed to be a Termination Without Cause.
Section 3. Death or Disability. If Robert J. Coury ("Coury") dies or
becomes mentally or physically disabled during the term of this Agreement,
Consultee shall nonetheless pay to Consultant the compensation which would
otherwise be payable hereunder through the date of Coury's death or disability,
and the term of this Agreement shall be deemed to have expired on the date of
Coury's death or disability.
Section 4. Confidentiality. Consultant hereby agrees that all information
of whatsoever character either delivered to Consultant by Consultee or acquired
by Consultant in the course of performing Services for Consultee shall be
maintained in strictest confidence and shall not be disclosed to third parties
without the written consent of Consultee, except to the extent Consultant deems
necessary to obtain the advice of attorneys, accountants, investment bankers
and/or other consultants in connection with the performance of Services
hereunder. Consultant further agrees not to make any use of such information
unless expressly authorized to do so by Consultee, and shall take no action
which in any way is detrimental to the interests of Consultee in respect of such
information. No license or right of any nature is expressly or impliedly granted
to Consultant for the use of any intellectual property owned or utilized by
Consultee.
Section 5. Personal Service. Consultant's Services to be provided pursuant
to this Agreement shall be performed personally by Coury, and no other person
shall be engaged in the performance of such Services without the prior written
consent of Consultee; provided, however, the foregoing shall not apply to
assistance rendered by accountants, attorneys, investment bankers secretaries,
clerical personnel and other similar professionals and support services required
by Consultant in the performance of Services.
2
{PAGE}
Section 6. Compensation. Consultee shall pay Consultant the following
compensation:
(a) Signing Bonus. In order to induce the Consultant to enter
into this Agreement, Consultee grants to the Consultant an option to
acquire One Hundred Thousand (100,000) shares of the Consultee's
common stock ("Option") such Option to be vested immediately upon the
execution of this agreement. Additional provisions governing the terms
of this Option are contained in an Option Agreement attached as
Exhibit A to this Agreement.
(b) Monthly Compensation. On the first occurring monthly
anniversary of this Agreement and on each subsequent monthly
anniversary through the termination of this Agreement, Consultee
agrees to pay the Consultant the sum of fifteen thousand dollars
($15,000).
(c) Performance Bonus. In its sole and absolute discretion
Consultee may pay the Consultant a performance bonus in such amount,
at such times and based upon such performance as Puskar and Barnett or
their successors may deem appropriate.
(d) Transaction Fee. Consultee agrees to pay the Consultant a fee
equal to one-tenth of one percent (.1%) of the Aggregate Value (as
hereinafter defined) of any Major Transaction (as hereinafter defined)
involving the Consultee (including any transaction in which the
Consultee is the surviving entity); provided, however, that (i) the
309434
|
Mylan
As referenced in this Consulting Agreement:
MYLAN LABORATORIES – 10
{SEQUENCE}6
{FILENAME}ex1017.txt
{TEXT}
CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into as of July 27, 2000 by and between
MYLAN LABORATORIES INC., a Pennsylvania corporation having an address at 1030
Century Building, 130 Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and
COURY CONSULTING, L.
_____________
MYLAN LABORATORIES – WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
CONSULTANT: CONSULTEE:
COURTY CONSULTING, L.P. MYLAN LABORATORIES INC.
By: Coury Consulting, Inc.
Sole General Partner
By: /s/ Robert J. Coury By:/s/Milan Puskar
------------------- --------------------
Robert J. Coury Milan Puskar
President
_____________
MYLAN LABORATORIES – this 27th day of April, 2001 to that certain
CONSULTING AGREEMENT, made and entered into as of July 27, 2000 by and between
MYLAN LABORATORIES INC., a Pennsylvania corporation having an address at 1030
Century Building, 130 Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and
COURY CONSULTING, L.
_____________
MYLAN LABORATORIES – WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CONSULTANT: CONSULTEE:
COURTY CONSULTING, L.P. MYLAN LABORATORIES INC.
By: Coury Consulting, Inc.
Sole General Partner
By: /s/ Robert J. Coury By: /s/ Milan Puskar
------------------- -------------------------
Robert J. Coury Milan Puskar
President
_____________
MYLAN LABORATORIES
– entered into as of the 27th day of July, 2000 and
amended as of the 27th day of April, 2001 by and between MYLAN LABORATORIES
INC., a Pennsylvania corporation having an address at 1030 Century Building, 130
Seventh Street, Pittsburgh, PA 15222 ("Consultee"), and COURY CONSULTING, L.
_____________
dt 299089
;
| Coury Consulting, L.P.
|
Preview
Full Doc
| 2007 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (297K)
Doc #2900376: Click preview link for longer preview.
CREDIT AND GUARANTEE AGREEMENT
dated as of
March 26, 2007
among
MYLAN LABORATORIES INC.
EURO MYLAN B.V.
The Lenders Party Hereto
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
CITIBANK, N.A.,
PNC BANK, NATIONAL ASSOCIATION and
LASALLE BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Syndication Agent
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Administrative Agent
J.P. MORGAN SECURITIES INC.,
as Sole Bookrunner and Sole Lead Arranger
. . .
2900376
|
Mylan
As referenced in this Credit and Guarantee Agreement:
MYLAN LABORATORIES – 27(B)
EX-10.27.B 4 l26366aexv10w27wb.htm EX-10.27(B)
Exhibit 10.27(b)
EXECUTION COPY
CREDIT AND GUARANTEE AGREEMENT
dated as of
March 26, 2007
among
MYLAN LABORATORIES INC.
EURO MYLAN B.V.
The Lenders Party Hereto
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
CITIBANK, N.A.,
PNC BANK, NATIONAL ASSOCIATION and
LASALLE BANK NATIONAL
_____________
MYLAN LABORATORIES – Request
Exhibit G-4 ? Form of Letter of Credit Issuance Request
Exhibit H ? Form of Compliance Certificate
CREDIT AND GUARANTEE AGREEMENT (this ?Agreement?) dated as of March 26, 2007 among MYLAN LABORATORIES INC., EURO MYLAN B.V., the LENDERS party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Citibank, N.A., PNC Bank, National Association and LASALLE BANK NATIONAL
_____________
Mylan Laboratories – the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders? Commitments is $750,000,000.
?Company? means Mylan Laboratories Inc., a Pennsylvania corporation.
?Company Guaranty? means the Guarantee of the Company provided in Article X.
?Computation Date? is defined in Section 2.04.
?Consolidated EBITDA? means Consolidated Net Income
_____________
Mylan Laboratories – overnight courier service, mailed by certified or registered mail or sent by telecopy or transmission by electronic communication, as follows:
68
(i) if to any Borrower, to it c/o Mylan Laboratories Inc. at 1500 Corporate Drive, Canonsburg, Pennsylvania 15317, Attention of Chief Financial Officer (Telecopy No. (724) 514-1871; Telephone No. (724) 514 1800); with a copy to Treasurer and (in
_____________
MYLAN LABORATORIES – Follow]
81
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MYLAN LABORATORIES INC.
By:
/s/ Edward J. Borkowski
Name:
Edward J. Borkowski
Title:
Chief Financial Officer
Signature Page to Credit and Guarantee Agreement
Mylan Laboratories Inc. and Euro Mylan B.V.
March
_____________
dt 1809883
;
Citizens Bank
As referenced in this Credit and Guarantee Agreement:
CITIZENS BANK OF PENNSYLVANIA, – By:
/s/ John M. Lokay
Name:
John M. Lokay, JR.
Title:
Vice President
Signature Page to Credit and Guarantee Agreement
Mylan Laboratories Inc. and Euro Mylan B.V.
March 2007
CITIZENS BANK OF PENNSYLVANIA,
as a Lender
By:
/s/ Clifford A. Mull
Name:
Clifford A. Mull
Title:
Vice President
Signature Page to Credit and Guarantee Agreement
Mylan Laboratories Inc. and Euro Mylan B.
_____________
dt 1723085
;
|
BNY
As referenced in this Credit and Guarantee Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%)
_____________
BANK OF NEW YORK, – s/ Philip R. Medsger
Name:
Philip R. Medsger
Title:
First Vice President
Signature Page to Credit and Guarantee Agreement
Mylan Laboratories Inc. and Euro Mylan B.V.
March 2007
THE BANK OF NEW YORK,
as a Lender
By:
/s/ John M. Lokay
Name:
John M. Lokay, JR.
Title:
Vice President
Signature Page to Credit and Guarantee Agreement
Mylan Laboratories Inc. and Euro Mylan
_____________
dt 1728428
|
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Full Doc
| 2005 |
Credit Agreement
Credit Agreement (325K)
Doc #1201830: Click preview link for longer preview.
$500,000,000
CREDIT AGREEMENT
among
MYLAN LABORATORIES INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED,
as Sole Lead Arranger, Sole Bookrunner and Syndication Agent,
KEYBANK NATIONAL ASSOCIATION,
PNC BANK, NATIONAL ASSOCIATION,
SUNTRUST BANK,
and
THE BANK OF NEW YORK,
as Co-Documentation Agents
and
MERRILL LYNCH CAPITAL CORPORATION,
as Administrative Agent
Dated as of July 21, 2005
1201830
|
Mylan
As referenced in this Credit Agreement:
MYLAN LABORATORIES – EX-99.1
EX-99.1 4 y11061exv99w1.htm EX-99.1: CREDIT AGREEMENT
Exhibit 99.1
$500,000,000
CREDIT AGREEMENT
among
MYLAN LABORATORIES INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED,
as Sole Lead Arranger, Sole Bookrunner and
_____________
MYLAN LABORATORIES – B Term Note
F-2
Form of Revolving Credit Note
G
Form of Exemption Certificate
H
Form of Borrowing Notice
-iv-
CREDIT AGREEMENT, dated as of July 21, 2005, among MYLAN LABORATORIES INC., a Pennsylvania corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), MERRILL LYNCH & CO., MERRILL
_____________
Mylan Laboratories – such
-82-
Assignment and Acceptance or (iii) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:
The Borrower:
Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
Attention: Edward J. Borkowski
Fax: (304) 598-5461
Telephone: (304) 599-2595
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
_____________
MYLAN LABORATORIES – WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
MYLAN LABORATORIES INC
By:
/s/ Edward J. Borkowski
Name: Edward J. Borkowski
Title: Chief Financial Officer
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER
AND SMITH INCORPORATED,
as Arranger
By:
/s/ Sheila
_____________
dt 1334830
;
King Pharma
As referenced in this Credit Agreement:
King Pharmaceuticals, Inc – extent representing an accrual for future cash outlays, (g) any extraordinary loss, (h) up to $23.0 million of cash non-recurring charges arising from the terminated acquisition agreement for King Pharmaceuticals, Inc ., (i) up to $40.0 million of cash restructuring charges related to the closing of Mylan Bertek Pharmaceuticals Inc. and (j) non-recurring cash charges in connection with the
_____________
dt 1551177
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – outstanding and (b) such Lenders Revolving Credit Percentage of the L/C Obligations and Swingline Loans then outstanding.
S&P: Standard & Poors Ratings Group (a division of The McGraw-Hill Companies, Inc .).
SEC: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).
Secured Parties: as defined in the Guarantee and Collateral Agreement.
Security Documents: the collective reference
_____________
dt 1517293
;
|
BNY
As referenced in this Credit Agreement:
BANK OF NEW YORK, – LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED,
as Sole Lead Arranger, Sole Bookrunner and Syndication Agent,
KEYBANK NATIONAL ASSOCIATION,
PNC BANK, NATIONAL ASSOCIATION,
SUNTRUST BANK,
and
THE BANK OF NEW YORK,
as Co-Documentation Agents
and
MERRILL LYNCH CAPITAL CORPORATION,
as Administrative Agent
Dated as of July 21, 2005
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS
1
1.1 Defined
_____________
BANK OF NEW YORK, – PIERCE, FENNER AND SMITH INCORPORATED, as sole lead arranger, sole bookrunner and syndication agent (in such capacity, the Arranger), KEYBANK NATIONAL ASSOCIATION, PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANK AND THE BANK OF NEW YORK, as co-documentation agents (in such capacity, the Co-Documentation Agent) and MERRILL LYNCH CAPITAL CORPORATION, as administrative agent (in such capacity, the Administrative Agent).
W I T N
_____________
Bank of New York, – rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by
_____________
BANK OF NEW YORK, – OBrien
Name: Michael E. OBrien
Title: Vice President
SUNTRUST BANK,
as Issuing Lender and as a Lender
By:
/s/ Mark D. Mattson
Name: Mark D. Mattson
Title: Managing Director
THE BANK OF NEW YORK,
as a Lender
By:
/s/ William Barrum
Name: William Barrum
Title: Vice President
HUNTINGTON NATIONAL BANK,
as a Lender
By:
/s/ Frederick G. Hadley
Name: Frederick G. Hadley
Title:
_____________
dt 1586657
;
Comerica Bank
As referenced in this Credit Agreement:
COMERICA BANK, – as a Lender
By:
/s/ Anthony OReilly
Name: Anthony OReilly
Title: Vice President
ALLIED IRSIH BANKS, PLC.,
as a Lender
By:
/s/ Denise Magyer
Name: Denise Magyer
Title: Vice President
COMERICA BANK,
as a Lender
By:
/s/ Erica M. Krzeminski
Name: Erica M. Krzeminski
Title: Account Officer
MIZUHO CORPORATION BANK, LTD.,
as a Lender
By:
/s/ Raymond Ventura
Name: Raymond Ventura
_____________
dt 1424284
;
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| 2007 |
Credit Agreement
Credit Agreement (29K)
Doc #2900377: Click preview link for longer preview.
AMENDMENT NO. 1
Dated as of March 26, 2007
to
CREDIT AGREEMENT
Dated as of July 24, 2006
THIS AMENDMENT NO. 1 (�Amendment�) is made as of March 26, 2007 (the �Effective Date�) by and among Mylan Laboratories, Inc., a Pennsylvania corporation (the �Borrower�), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the �Administrative Agent�), under that certain Credit Agreement dated as of July 24, 2006 by and among the . . .
2900377
|
Mylan
As referenced in this Credit Agreement:
Mylan Laboratories, – March 26, 2007
to
CREDIT AGREEMENT
Dated as of July 24, 2006
THIS AMENDMENT NO. 1 (?Amendment?) is made as of March 26, 2007 (the ?Effective Date?) by and among Mylan Laboratories, Inc., a Pennsylvania corporation (the ?Borrower?), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the ?Administrative Agent?), under that
_____________
MYLAN LABORATORIES, – deemed to constitute one and the same instrument.
[Signature Pages Follow]
7
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
MYLAN LABORATORIES, INC.,
as the Borrower
By:
/s/ Edward Borkowski
Name: Edward Borkowski
Title: Chief Financial Officer
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July 24,
_____________
Mylan Laboratories, – INC.,
as the Borrower
By:
/s/ Edward Borkowski
Name: Edward Borkowski
Title: Chief Financial Officer
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July 24, 2006
Mylan Laboratories, Inc.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
individually as a Lender, as the Swingline Lender, as the Issuing Bank and as Administrative Agent
By:
/s/ Helene Sprung
Name: Helene Sprung
_____________
Mylan Laboratories, – and as Administrative Agent
By:
/s/ Helene Sprung
Name: Helene Sprung
Title: Senior Vice President
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July 24, 2006
Mylan Laboratories, Inc.
MERRILL LYNCH CAPITAL CORPORATION,
individually as a Lender and as Syndication Agent
By:
/s/ Michael E. O?Brien
Name: Michael E. O?Brien
Title: Vice President
Signature Page
_____________
Mylan Laboratories, – Agent
By:
/s/ Michael E. O?Brien
Name: Michael E. O?Brien
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July 24, 2006
Mylan Laboratories, Inc.
BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,
individually as a Lender and as Co-Documentation Agent
By:
/s/ Scott Schaffer
Name: Scott Schaffer
Title: Authorized Signatory
Signature Page
_____________
dt 1809884
;
Citizens Bank
As referenced in this Credit Agreement:
CITIZENS BANK OF PENNSYLVANIA, – By:
/s/ Thomas A. Majeski
Name: Thomas A. Majeski
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July 24, 2006
Mylan Laboratories, Inc.
CITIZENS BANK OF PENNSYLVANIA,
individually as a Lender
By:
/s/ Clifford A. Mull
Name: Clifford A. Mull
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July
_____________
dt 1723086
;
|
BNY
As referenced in this Credit Agreement:
BANK OF NEW YORK, – s/ Clifford A. Mull
Name: Clifford A. Mull
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement dated as of July 24, 2006
Mylan Laboratories, Inc.
THE BANK OF NEW YORK,
individually as a Lender
By:
/s/ John M. Lokay
Name: John M. Lokay, Jr.
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement dated as of
_____________
dt 1728429
|
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| 2007 |
Credit Agreement
Credit Agreement (435K)
Doc #3203994: Click preview link for longer preview.
CREDIT AGREEMENT
dated as of
October 2, 2007
among
MYLAN LABORATORIES INC.
MYLAN LUXEMBOURG 5 S.A R.L.
The Lenders Party Hereto
LASALLE BANK, NATIONAL ASSOCIATION
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as Co-Documentation Agents
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
and
CITIBANK, N.A.
as Co-Syndication Agents
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Administrative Agent
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
and
CITIGROUP GLOBAL MARKETS INC.,
as Joint Bookrunners . . .
3203994
|
Mylan
As referenced in this Credit Agreement:
MYLAN LABORATORIES – EX-10.2
EX-10.2 2 l28051aexv10w2.htm EX-10.2
Exhibit 10.2
CREDIT AGREEMENT
dated as of
October 2, 2007
among
MYLAN LABORATORIES INC.
MYLAN LUXEMBOURG 5 S.A R.L.
The Lenders Party Hereto
LASALLE BANK, NATIONAL ASSOCIATION
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as Co-Documentation
_____________
MYLAN LABORATORIES – Exhibit H
?
Form of Compliance Certificate
Exhibit I
?
Form of Mortgage
Exhibit J
?
Form of Foreign Lender Certification
-iv-
CREDIT AGREEMENT (this ?Agreement?) dated as of October 2, 2007 among MYLAN LABORATORIES INC., MYLAN LUXEMBOURG 5 S.A R.L., the LENDERS party hereto, LASALLE BANK NATIONAL ASSOCIATION and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Co-Documentation
_____________
Mylan Laboratories – the Secured Parties.
-7-
?Commitment? means a Revolving Commitment, Euro Term Loan Commitment, U.S. Tranche A Term Loan Commitment or U.S. Tranche B Term Loan Commitment.
?Company? means Mylan Laboratories Inc., a Pennsylvania corporation.
?Computation Date? is defined in Section 2.04.
?Consolidated Cash Interest Expense? means, for any period, the excess of (a) the sum, without duplication, of (i)
_____________
Mylan Laboratories – e., failure to deliver a form that it is legally entitled to deliver).
?Existing Credit Agreement? means (i) the Credit and Guarantee Agreement, dated as of March 26, 2007, among Mylan Laboratories Inc. Euro Mylan B.V., the lenders party thereto and JPMorgan Chase Bank, National Association, as administrative agent and (ii) the Credit Agreement, dated as of July 24, 2006, by
_____________
Mylan Laboratories – or overnight courier service, mailed by certified or registered mail or sent by telecopy or transmission by electronic communication, as follows:
(i) if to any Borrower, to it c/o Mylan Laboratories Inc. at 1500 Corporate Drive, Canonsburg, Pennsylvania 15317, Attention of Chief Financial Officer (Telecopy No. (724) 514-1871; Telephone No. (724) 514-1800); with a copy to Treasurer and (in
_____________
dt 1809892
| |
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| 2003 |
Employment Agreement
Employment Agreement (46K)
Doc #288915: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the �Agreement�), made as of the 31st day of March, 2003 (the �Effective Date�), by and between Covalent Group, Inc., a Delaware corporation (the �Company�), and Kenneth Borow, M.D. (�Executive�).
WHEREAS, Executive has served as the Company�s President and Chief Executive Officer pursuant to the terms and conditions of an Employment Agreement dated November 1, 1999 (�Prior Employment Agreement�).
WHEREAS, the Company and Executive wish to replace the Prior Employment Agreement with this Agreement.
NOW THEREFORE, in . . .
288915
|
Mylan
As referenced in this Employment Agreement:
Mylan Laboratories/ – and further provided that no further Board consent shall be needed for Executive to continue serving on the advisory boards Mera Pharmaceuticals and Mylan Laboratories/ Bertek;
5.
with the consent of a majority of the Board of Directors, serve as a member of the board of directors of
_____________
dt 236599
;
Covalent Group
As referenced in this Employment Agreement:
Covalent Group, – EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the Agreement), made as of the 31st day of March, 2003 (the Effective Date), by and between Covalent Group, Inc., a Delaware corporation (the Company), and Kenneth Borow, M.D. (Executive).
WHEREAS, Executive has served as the Companys President and Chief
_____________
Covalent Group, – by telecopier, addressed as follows:
If to Executive:
Kenneth Borow, M.D.
407 Wyntre Lea Drive
Bryn Mawr, PA 19010
If to Company:
Covalent Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane
Wayne, PA 19087
Attention: Jorge Leon
with a copy to:
Pepper Hamilton LLP
400
_____________
COVALENT GROUP, – be executed by its duly authorized officer, and Executive has executed this Agreement, in each case as of the date first above written.
COVALENT GROUP, INC.
By:
Name & Title:
EXECUTIVE
Kenneth Borow, M.D.
-13-
EXHIBIT A
The Board has approved the Executives participation in the following
_____________
dt 238586
;
|
 Pepper Hamilton
As referenced in this Employment Agreement:
Pepper Hamilton – If to Company:
Covalent Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane
Wayne, PA 19087
Attention: Jorge Leon
with a copy to:
Pepper Hamilton LLP
400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312-1183
-10-
Attention: Steven J. Feder, Esquire
Fax: 610-640-7835
or
_____________
dt 242140
|
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| 2004 |
Executive Employment Agreement
Executive Employment Agreement (26K)
Doc #309367: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the �Agreement�), is dated as of June 29, 2004, by and between Mylan Laboratories Inc. (�Mylan� or �Company�) and Margaret A. McKenna (�Executive�).
RECITALS
WHEREAS, the Company wishes to employ Executive as Chief Business Development Officer; and
WHEREAS, Executive desires to assist the Company in said capacity;
In consideration of the promises and mutual obligations of the parties contained . . .
309367
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 26
EXHIBIT 10.26
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the Agreement), is dated as of June 29, 2004, by and between Mylan Laboratories Inc. (Mylan or Company) and Margaret A. McKenna (Executive).
RECITALS
WHEREAS, the Company wishes to employ Executive as Chief Business Development Officer; and
_____________
Mylan Laboratories – certified mail, return receipt requested, postage prepaid, and by fax, addressed to the respective parties at the following addresses:
If to the Company:
Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
Attention: Chief Executive Officer
If to Executive:
at the most recent address on record at the
_____________
MYLAN LABORATORIES – one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above mentioned.
MYLAN LABORATORIES INC.
EXECUTIVE:
/s/ Robert J. Coury
/s/ Margaret A. McKenna
By:
Robert J. Coury
Margaret A. McKenna
Its:
Vice Chairman and CEO
9
_____________
dt 299033
| |
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| 2004 |
Executive Employment Agreement
Executive Employment Agreement (28K)
Doc #309386: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the �Agreement�) is dated as of December 15, 2003, by and between Mylan Laboratories Inc. (the �Company�) and __________________ (�Executive�).
RECITALS:
WHEREAS, the Company wishes to continue to employ Executive as _________________ , effective December 15, 2003, but may be interested in utilizing Executive in capacities other than as _____________________ in order to avail itself of Executive�s skills and abilities in light of the Company�s business . . .
309386
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 18
EXHIBIT 10.18
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the Agreement) is dated as of December 15, 2003, by and between Mylan Laboratories Inc. (the Company) and __________________ (Executive).
RECITALS:
WHEREAS, the Company wishes to continue to employ Executive as _________________ , effective December 15, 2003, but
_____________
Mylan Laboratories – officers.
(b) Annual Bonus. Executive shall be eligible to receive, as determined by and at the discretion of the Chief Executive Officer of Mylan Laboratories Inc., an Annual Bonus up to fifty percent (50%) of Executives then-current Base Salary.
(c) Fringe Benefits. Executive shall be eligible for
_____________
Mylan Laboratories – the best of his ability, and shall use his best efforts to promote the interests of the Company.
11. Transition and Succession Agreement. Mylan Laboratories Inc. and Executive shall enter into a Transition and Succession Agreement. It is the intent of Executive and the Company that the benefits
_____________
Mylan Laboratories – with a copy by fax if the recipients fax number is known, addressed to the respective parties at the following addresses:
THE COMPANY:
Mylan Laboratories Inc
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: President
With a copy to:
Mylan Laboratories Inc
781 Chestnut Ridge Road
_____________
Mylan Laboratories – the following addresses:
THE COMPANY:
Mylan Laboratories Inc
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: President
With a copy to:
Mylan Laboratories Inc
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chief Legal Officer
7
EXECUTIVE:
Either party may, by written notice complying
_____________
dt 299045
| |
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| 2002 |
Executive Employment Agreement
Executive Employment Agreement (34K)
Doc #309422: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated this July
22, 2002, by and between Mylan Laboratories Inc. (the "Company") and Robert J.
Coury ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Executive Officer
- Elect effective immediately and as Chief Executive Officer effective September
1, 2002; and
WHEREAS, Executive is desirous of assisting the Company in said capacity;
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Executive
agree as follows:
1. Employment of Executive; Termination of Consulting Agreement. The
Company agrees to employ Executive, and Executive accepts employment by the
Company on the terms and conditions provided herein. The Company and the
Executive agree that the consulting agreement dated July 27, 2000, as amended,
pursuant to which the Executive previously provided consulting services to the
Company has been terminated.
2. Effective Date: Term of Employment. This Agreement shall commence and be
effective as of the date hereof and shall remain in effect, unless earlier
terminated, or extended or renewed, as provided in Section 8 of this Agreement,
through March 31, 2007.
3. Executive's Compensation. Executive's "Compensation" shall include the
following:
(a) Minimum Base Salary. The Executive's minimum base salary (the
"Minimum Base Salary") shall be as follows: for the period of July 22, 2002
through March 31, 2003 a monthly rate of $75,000 (or $900,000 annualized);
$1,100,000 for the Company's fiscal year beginning April 1, 2003; $1,300,000 for
the Company's fiscal year beginning April 1, 2004; $1,500,000 for the Company's
fiscal year beginning April 1, 2005 and $1,700,000 for the Company's fiscal year
beginning April 1, 2006, payable in accordance with the Company's normal payroll
practices for its executive officers. The Minimum Base Salary may be increased
from time to time at the discretion of the Board of Directors of the Company or
any committee thereof having authority over executive compensation.
(b) Annual Bonus. The Company shall guarantee Executive an annual
bonus equal to fifty percent (50%) of Executive's then-current Minimum Base
Salary ("Annual Bonus"), and the Executive shall be eligible to receive, as
determined by the compensation
1
committee of the Board of Directors, an additional annual bonus in the amount of
at least an additional fifty percent (50%) of Executive's then-current Minimum
Base Salary.
(c) Non-Qualified Stock Options. On the effective date of this
Agreement, the Executive shall receive a grant of fully vested non-qualified
options to purchase up to 300,000 shares of Mylan Laboratories Inc. common stock
under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan"),
and on January 1, 2003 the Executive shall receive another grant of fully vested
non-qualified options to purchase up to 300,000 shares under the Plan. One-third
(1/3) of each such grant shall be immediately exercisable upon such grant, and
one-third (1/3) of each such grant shall be exercisable on each of the next two
anniversaries of the grant. These options will be subject to all terms of the
Plan, as amended and the applicable stock option agreement.
(d) Fringe Benefits and Expense Reimbursement. The Executive shall
receive such benefits and perquisites of employment as have been customarily
provided to the Company's Chief Executive Officer including but not limited to,
health insurance coverage, profit-sharing, participation in the Company's 401(k)
plan, short-term disability benefits, twenty-five (25) vacation days, expense
reimbursement, and automobile usage in accordance with the plan documents or
policies that govern such benefits. Because of heightened security concerns the
Executive shall also be entitled to personal usage of the Company's aircraft for
the Executive and the Executive's family for vacations and other personal
purposes. To the extent that any income or employment taxes ("Taxes") are due
with respect to the Executive's or his family's personal use of the Company's
aircraft, the Company shall provide the Executive with a "gross up" of Taxes due
on such use. The Company shall reimburse Executive for all ordinary and
necessary business expenses in accordance with established Company policy and
procedures.
4. Confidentiality. Executive recognizes and acknowledges that the business
interests of the Company and its subsidiaries, parents and affiliates
(collectively the "Mylan Companies") require a confidential relationship between
the Company and Executive and the fullest protection and confidential treatment
of the financial data, customer information, supplier information, market
information, marketing and/or promotional techniques and methods, pricing
information, purchase information, sales policies, employee lists, policy and
procedure information, records, advertising information, computer records, trade
secrets, know how, plans and programs, sources of supply, and other knowledge of
the business of the Mylan Companies (all of which are hereinafter jointly termed
"Confidential Information") which have or may in whole or in part be conceived,
learned or obtained by Executive in the course of Executive's employment with
the Company. Accordingly, Executive agrees to keep secret and treat as
309422
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 3
{FILENAME}coury.txt
{TEXT}
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated this July
22, 2002, by and between Mylan Laboratories Inc. (the "Company") and Robert J.
Coury ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Executive Officer
- Elect effective
_____________
Mylan Laboratories – of this
Agreement, the Executive shall receive a grant of fully vested non-qualified
options to purchase up to 300,000 shares of Mylan Laboratories Inc. common stock
under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan"),
and on January 1, 2003 the Executive shall
_____________
Mylan Laboratories – grant of fully vested non-qualified
options to purchase up to 300,000 shares of Mylan Laboratories Inc. common stock
under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan"),
and on January 1, 2003 the Executive shall receive another grant of fully vested
non-qualified
_____________
Mylan Laboratories – writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a copy to: Mylan Laboratories Inc.
781
_____________
Mylan Laboratories – addresses:
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a copy to: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chief Legal Officer
EXECUTIVE: Robert J. Coury
2000 Englishturn Drive
Nevillewood, PA
_____________
dt 299079
;
| Robert J. Coury
|
Preview
Full Doc
| 2002 |
Executive Employment Agreement
Executive Employment Agreement (31K)
Doc #309423: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated this 22nd
day of July, 2002, by and between Mylan Laboratories Inc. (the "Company") and
John P. O'Donnell ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Scientific
Officer, but may be interested in utilizing Executive in capacities other than
as Chief Scientific Officer in order to avail itself of Executive's skills and
abilities in light of the Company's business needs; and
WHEREAS, Executive is desirous of assisting the Company in whatever manner
the Chairman, Chief Executive Officer, and/or Board of Directors deem
appropriate;
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Executive
agree as follows:
1. Employment of Executive. The Company agrees to employ Executive, and
Executive accepts employment by the Company on the terms and
conditions provided herein.
2. Effective Date: Term of Employment. This Agreement shall commence and
be effective as of the date hereof and shall remain in effect, unless
earlier terminated, or extended or renewed, as provided in Section 8
of this Agreement, through March 31, 2007.
3. Executive's Compensation. Executive's "Compensation" shall include the
following:
(a) Minimum Base Salary. The Executive's minimum base salary (the
"Minimum Base Salary") shall be a monthly rate of $29,167 (or $350,000
annualized), payable in accordance with the Company's normal payroll practices
for its executive officers. The Minimum Base Salary may be increased from time
to time at the discretion of the Chief Executive Officer of the Company.
(b) Annual Bonus. Executive shall be eligible to receive, as
determined by and at the discretion of the Chief Executive Officer and/or the
Compensation Committee, an Annual Bonus up to seventy-five percent (75%) of
Executive's then-current Minimum Base Salary.
1
{PAGE}
(c) Non-Qualified Stock Options. On the effective date of this
Agreement,
Executive shall receive a grant of fully vested non-qualified options to
purchase up to 200,000 shares of Mylan Laboratories Inc. common stock under the
1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan"). One-third
(1/3) of said grant shall be exercisable on the first anniversary of such grant,
and one-third (1/3) of said grant shall be exercisable on each of the next two
(2) anniversaries of the grant. These options will be subject to all terms of
the Plan, as amended and the applicable stock option agreement.
(d) Fringe Benefits and Expense Reimbursement. The Executive shall
receive such benefits and perquisites of employment as have been customarily
provided to the Company's Senior Officers including but not limited to, health
insurance coverage, profit-sharing, participation in the Company's 401(k) plan,
short-term disability benefits, twenty-five (25) vacation days, expense
reimbursement, and automobile usage in accordance with the plan documents or
policies that govern such benefits. The Company shall reimburse Executive for
all ordinary and necessary business expenses in accordance with established
Company policy and procedures.
4. Confidentiality. Executive recognizes and acknowledges that the business
interests of the Company and its subsidiaries, parents and affiliates
(collectively the "Mylan Companies") require a confidential relationship between
the Company and Executive and the fullest protection and confidential treatment
of the financial data, customer information, supplier information, market
information, marketing and/or promotional techniques and methods, pricing
information, purchase information, sales policies, employee lists, policy and
procedure information, records, advertising information, computer records, trade
secrets, know how, plans and programs, sources of supply, and other knowledge of
the business of the Mylan Companies (all of which are hereinafter jointly termed
"Confidential Information") which have or may in whole or in part be conceived,
learned or obtained by Executive in the course of Executive's employment with
the Company. Accordingly, Executive agrees to keep secret and treat as
confidential all Confidential Information whether or not copyrightable or
patentable, and agrees not to use or aid others in learning of or using any
Confidential Information except in the ordinary course of business and in
furtherance of the Company's interests. During the term of this Agreement and at
all times thereafter, except insofar as is necessary disclosure consistent with
the Company's business interests:
(a) Executive will not, directly or indirectly, disclose any
Confidential Information to anyone outside the Mylan Companies;
(b) Executive will not make copies of or otherwise disclose the
contents of documents containing or constituting Confidential Information;
(c) As to documents which are delivered to Executive or which are made
available to him as a necessary part of the working relationships and duties of
Executive within the business of the Company, Executive will treat such
documents confidentially and will treat such documents as proprietary and
confidential, not to be reproduced, disclosed or used without appropriate
authority of the Company;
2
(d) Executive will not advise others that the information and/or know
how included in Confidential Information is known to or used by the Company; and
(e) Executive will not in any manner disclose or use Confidential
Information for Executive's own account and will not aid, assist or abet others
309423
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – odonnell.txt
{TEXT}
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated this 22nd
day of July, 2002, by and between Mylan Laboratories Inc. (the "Company") and
John P. O'Donnell ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Scientific
Officer, but
_____________
Mylan Laboratories – date of this
Agreement,
Executive shall receive a grant of fully vested non-qualified options to
purchase up to 200,000 shares of Mylan Laboratories Inc. common stock under the
1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan"). One-third
(1/3) of said grant shall
_____________
Mylan Laboratories – grant of fully vested non-qualified options to
purchase up to 200,000 shares of Mylan Laboratories Inc. common stock under the
1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan"). One-third
(1/3) of said grant shall be exercisable on the first anniversary of such
_____________
Mylan Laboratories – writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a copy to: Mylan Laboratories Inc.
781
_____________
Mylan Laboratories – addresses:
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a copy to: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chief Legal Officer
EXECUTIVE: John P. O'Donnell, Ph.D.
24 Heather
_____________
dt 299080
;
| John P. O'Donnell
|
Preview
Full Doc
| 2002 |
Executive Employment Agreement
Executive Employment Agreement (32K)
Doc #309424: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated this
July 22, 2002, by and between Mylan Laboratories Inc. (the "Company") and Louis
J. DeBone ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as President and Chief
Operating Officer - Elect immediately and as President and Chief Operating
Officer effective September 1, 2002 but may be interested in utilizing Executive
in capacities other than as President and Chief Operating Officer in order to
avail itself of Executive's skills and abilities in light of the Company's
business needs; and
WHEREAS, Executive is desirous of assisting the Company in whatever manner
the Chairman, Chief Executive Officer, and/or Board of Directors deem
appropriate;
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Executive
agree as follows:
1. Employment of Executive. The Company agrees to employ Executive, and
Executive accepts employment by the Company on the terms and conditions provided
herein.
2. Effective Date: Term of Employment. This Agreement shall commence and be
effective as of the date hereof and shall remain in effect, unless earlier
terminated, or extended or renewed, as provided in Section 8 of this Agreement,
through March 31, 2005.
3. Executive's Compensation. Executive's "Compensation" shall include the
following:
(a) Minimum Base Salary. The Executive's minimum base salary (the
"Minimum Base Salary") shall be as follows: for the period of July 22, 2002
through March 31, 2003 a monthly rate of $41,667 (or $500,000 annualized);
$600,000 for the Company's fiscal year beginning April 1, 2003; and $750,000 for
the Company's fiscal year beginning April 1, 2004, payable in accordance with
the Company's normal payroll practices for its executive officers. The Minimum
Base Salary may be increased from time to time at the discretion of the Board of
Directors of the Company or any committee thereof having authority over
executive compensation.
(b) Annual Bonus. Executive shall be eligible to receive, as
determined by and at the discretion of the Chief Executive Officer and/or the
Compensation Committee, an Annual Bonus up to one hundred percent (100%) of
Executive's then-current Minimum Base Salary.
1
(c) Non-Qualified Stock Options. On the effective date of this
Agreement, Executive shall receive a grant of fully vested non-qualified options
to purchase up to 300,000 shares of Mylan Laboratories Inc. common stock under
the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan").
One-third (1/3) of said grant shall be immediately exercisable upon such grant,
and one-third (1/3) of said grant shall be exercisable on each of the next two
(2) anniversaries of the grant. These options will be subject to all terms of
the Plan, as amended and the applicable stock option agreement.
(d) Fringe Benefits and Expense Reimbursement. The Executive shall
receive such benefits and perquisites of employment as have been customarily
provided to the Company's President and Chief Operating Officer including but
not limited to, health insurance coverage, profit-sharing, participation in the
Company's 401(k) plan, short-term disability benefits, twenty-five (25) vacation
days, expense reimbursement, and automobile usage in accordance with the plan
documents or policies that govern such benefits. The Company shall reimburse
Executive for all ordinary and necessary business expenses in accordance with
established Company policy and procedures.
4. Confidentiality. Executive recognizes and acknowledges that the business
interests of the Company and its subsidiaries, parents and affiliates
(collectively the "Mylan Companies") require a confidential relationship between
the Company and Executive and the fullest protection and confidential treatment
of the financial data, customer information, supplier information, market
information, marketing and/or promotional techniques and methods, pricing
information, purchase information, sales policies, employee lists, policy and
procedure information, records, advertising information, computer records, trade
secrets, know how, plans and programs, sources of supply, and other knowledge of
the business of the Mylan Companies (all of which are hereinafter jointly termed
"Confidential Information") which have or may in whole or in part be conceived,
learned or obtained by Executive in the course of Executive's employment with
the Company. Accordingly, Executive agrees to keep secret and treat as
confidential all Confidential Information whether or not copyrightable or
patentable, and agrees not to use or aid others in learning of or using any
Confidential Information except in the ordinary course of business and in
furtherance of the Company's interests. During the term of this Agreement and at
all times thereafter, except insofar as is necessary disclosure consistent with
the Company's business interests:
(a) Executive will not, directly or indirectly, disclose any
Confidential Information to anyone outside the Mylan Companies;
(b) Executive will not make copies of or otherwise disclose the
contents of documents containing or constituting Confidential Information;
(c) As to documents which are delivered to Executive or which are made
available to him as a necessary part of the working relationships and duties of
Executive within the business of the Company, Executive will treat such
documents confidentially and will treat such documents as proprietary and
confidential, not to be reproduced, disclosed or used without appropriate
authority of the Company;
309424
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 5
{FILENAME}debone.txt
{TEXT}
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated this
July 22, 2002, by and between Mylan Laboratories Inc. (the "Company") and Louis
J. DeBone ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as President and Chief
Operating Officer - Elect
_____________
Mylan Laboratories – date of this
Agreement, Executive shall receive a grant of fully vested non-qualified options
to purchase up to 300,000 shares of Mylan Laboratories Inc. common stock under
the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan").
One-third (1/3) of said grant
_____________
Mylan Laboratories – grant of fully vested non-qualified options
to purchase up to 300,000 shares of Mylan Laboratories Inc. common stock under
the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan (the "Plan").
One-third (1/3) of said grant shall be immediately exercisable upon such grant,
and
_____________
Mylan Laboratories – writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a copy to: Mylan Laboratories Inc.
781
_____________
Mylan Laboratories – addresses:
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a copy to: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chief Legal Officer
EXECUTIVE: Louis J. DeBone
917 Suncrest Place
Morgantown, WV
_____________
dt 299081
;
| Louis J. DeBone
|
Preview
Full Doc
| 2002 |
Executive Employment Agreement
Executive Employment Agreement (32K)
Doc #309427: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
{PAGE}
This Executive Employment Agreement (the "Agreement"), is dated as of March
1, 2002, by and between Mylan Laboratories Inc. (the "Company") and Stuart A.
Williams ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Legal Officer but
may be interested in utilizing Executive in capacities other than as Chief Legal
Officer in order to avail itself of Executive's skills and abilities in light of
the Company's business needs; and
WHEREAS, Executive is desirous of assisting the Company in whatever manner
the Chairman, Chief Executive Officer, and/or Board of Directors deem
appropriate;
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Executive
agree as follows:
1. Employment of Executive. The Company agrees to employ Executive,
and Executive accepts employment by the Company,
during the term of this Agreement for the consideration and on the terms
and conditions provided herein.
2. Effective Date: Term of Employment. This Agreement shall commence
and be effective for all purposes as
of March 1, 2002 and shall remain in effect, unless earlier terminated, or
extended or renewed, as provided in Section 8 of this Agreement, through
December 31, 2004.
3. Executive's Compensation. Executive's "Compensation" shall include
the following: (a) Base Salary. During the term of this Agreement, as
Executive's base compensation for all services to be performed, the Company
shall pay Executive an annual salary of $350,000.00 (the "Base Salary"),
payable in accordance with the Company's normal payroll practices for its
executive officers. This base salary may be increased from time to time at
the discretion of the Board of Directors of the Company or any committee
thereof having authority over executive compensation.
(b) Bonus. During the term of this Agreement, Executive shall be
eligible to receive an annual discretionary bonus up to seventy-five
percent (75%) of Executive's Base Salary.
(c) Non-Qualified Stock Options. Executive shall receive non-qualified
options to purchase up to 200,000 shares of Mylan Laboratories Inc. common
stock under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan
(the "Plan") in accordance with the following vesting schedule, provided
that Executive remains employed by the Company on the following vesting
dates: on March 1, 2002, Executive shall receive an option to purchase
100,000 shares; on March 1, 2003, Executive shall receive an option to
purchase an additional 50,000 shares; and on March 1, 2004, Executive shall
receive an option to purchase an additional 50,000 shares. These options
will be subject to all terms of the Plan, as amended and the applicable
stock option agreement.
(d) Fringe Benefits and Other Agreements. During the term of
Employment, Executive shall receive such benefits of employment as are
granted senior executive employees at the Chief Legal Officer level,
including but not limited to, health insurance coverage, profit-sharing,
participation in the Company's 401(k) plan, short-term disability benefits,
25 vacation days, expense reimbursement, and automobile usage in accordance
with the plan documents or policies that govern such benefits. The Company
will also pay for or reimburse Executive for professional fees and/or dues
including fees and travel expenses associated with continuing legal
education requirements. Executive shall also be considered eligible under
such other agreements as are available to senior executives at the Chief
Legal Officer level such as the change in control agreement.
4. Confidentiality. Executive recognizes and acknowledges that the
business interests of the Company and its subsidiaries, parents and
affiliates (collectively the "Mylan Companies") require a confidential
relationship between the Company and Executive and the fullest protection
and confidential treatment of the financial data, customer information,
supplier information, market information, marketing and/or promotional
techniques and methods, pricing information, purchase information, sales
policies, employee lists, policy and procedure information, records,
advertising information, computer records, trade secrets, know how, plans
and programs, sources of supply, and other knowledge of the business of the
Mylan Companies (all of which are hereinafter jointly termed "Confidential
Information") which have or may in whole or in part be conceived, learned
or obtained by Executive in the course of Executive's employment with the
Company. Accordingly, Executive agrees to keep secret and treat as
confidential all Confidential Information whether or not copyrightable or
patentable, and agrees not to use or aid others in learning of or using any
Confidential Information except in the ordinary course of business and in
furtherance of the Company's interests. During the term of this Agreement
and at all times thereafter, except insofar as is necessary disclosure
consistent with the Company's business interests:
(a) Executive will not, directly or indirectly, disclose any
Confidential Information to anyone outside the Mylan Companies;
(b) Executive will not make copies of or otherwise disclose the
contents of documents containing or constituting Confidential
Information;
(c) As to documents which are delivered to Executive or which are
made available to him as a necessary part of the working relationships
and duties of Executive within the business of the Company, Executive
will treat such documents confidentially and will treat such documents
309427
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – ex105a.txt
{TEXT}
EXECUTIVE EMPLOYMENT AGREEMENT
{PAGE}
This Executive Employment Agreement (the "Agreement"), is dated as of March
1, 2002, by and between Mylan Laboratories Inc. (the "Company") and Stuart A.
Williams ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Legal Officer but
may
_____________
Mylan Laboratories – Executive's Base Salary.
(c) Non-Qualified Stock Options. Executive shall receive non-qualified
options to purchase up to 200,000 shares of Mylan Laboratories Inc. common
stock under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan
(the "Plan") in accordance with the following vesting schedule, provided
_____________
Mylan Laboratories – Options. Executive shall receive non-qualified
options to purchase up to 200,000 shares of Mylan Laboratories Inc. common
stock under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan
(the "Plan") in accordance with the following vesting schedule, provided
that Executive remains employed by the Company
_____________
Mylan Laboratories – sent by certified mail, return receipt requested, postage prepaid,
and by fax, addressed to the respective parties at the following addresses:
{PAGE}
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
EXECUTIVE: Stuart A. Williams
2189 Meadowmont Drive
Pittsburgh,
_____________
MYLAN LABORATORIES – one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above mentioned.
MYLAN LABORATORIES INC. EXECUTIVE:
By:_____________________________ \s\ Stuart A. Williams
Stuart A. Williams
Its:_____________________________
{/TEXT}
{/DOCUMENT}
_____________
dt 299084
;
| Stuart A. Williams
|
Preview
Full Doc
| 2002 |
Executive Employment Agreement
Executive Employment Agreement (32K)
Doc #309433: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
{PAGE}
This Executive Employment Agreement (the "Agreement"), is dated as of March
1, 2002, by and between Mylan Laboratories Inc. (the "Company") and Stuart A.
Williams ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Legal Officer but
may be interested in utilizing Executive in capacities other than as Chief Legal
Officer in order to avail itself of Executive's skills and abilities in light of
the Company's business needs; and
WHEREAS, Executive is desirous of assisting the Company in whatever manner
the Chairman, Chief Executive Officer, and/or Board of Directors deem
appropriate;
NOW, THEREFORE, in consideration of the promises and mutual obligations of
the parties contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Executive
agree as follows:
1. Employment of Executive. The Company agrees to employ Executive,
and Executive accepts employment by the Company,
during the term of this Agreement for the consideration and on the terms
and conditions provided herein.
2. Effective Date: Term of Employment. This Agreement shall commence
and be effective for all purposes as
of March 1, 2002 and shall remain in effect, unless earlier terminated, or
extended or renewed, as provided in Section 8 of this Agreement, through
December 31, 2004.
3. Executive's Compensation. Executive's "Compensation" shall include
the following: (a) Base Salary. During the term of this Agreement, as
Executive's base compensation for all services to be performed, the Company
shall pay Executive an annual salary of $350,000.00 (the "Base Salary"),
payable in accordance with the Company's normal payroll practices for its
executive officers. This base salary may be increased from time to time at
the discretion of the Board of Directors of the Company or any committee
thereof having authority over executive compensation.
(b) Bonus. During the term of this Agreement, Executive shall be
eligible to receive an annual discretionary bonus up to seventy-five
percent (75%) of Executive's Base Salary.
(c) Non-Qualified Stock Options. Executive shall receive non-qualified
options to purchase up to 200,000 shares of Mylan Laboratories Inc. common
stock under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan
(the "Plan") in accordance with the following vesting schedule, provided
that Executive remains employed by the Company on the following vesting
dates: on March 1, 2002, Executive shall receive an option to purchase
100,000 shares; on March 1, 2003, Executive shall receive an option to
purchase an additional 50,000 shares; and on March 1, 2004, Executive shall
receive an option to purchase an additional 50,000 shares. These options
will be subject to all terms of the Plan, as amended and the applicable
stock option agreement.
(d) Fringe Benefits and Other Agreements. During the term of
Employment, Executive shall receive such benefits of employment as are
granted senior executive employees at the Chief Legal Officer level,
including but not limited to, health insurance coverage, profit-sharing,
participation in the Company's 401(k) plan, short-term disability benefits,
25 vacation days, expense reimbursement, and automobile usage in accordance
with the plan documents or policies that govern such benefits. The Company
will also pay for or reimburse Executive for professional fees and/or dues
including fees and travel expenses associated with continuing legal
education requirements. Executive shall also be considered eligible under
such other agreements as are available to senior executives at the Chief
Legal Officer level such as the change in control agreement.
4. Confidentiality. Executive recognizes and acknowledges that the
business interests of the Company and its subsidiaries, parents and
affiliates (collectively the "Mylan Companies") require a confidential
relationship between the Company and Executive and the fullest protection
and confidential treatment of the financial data, customer information,
supplier information, market information, marketing and/or promotional
techniques and methods, pricing information, purchase information, sales
policies, employee lists, policy and procedure information, records,
advertising information, computer records, trade secrets, know how, plans
and programs, sources of supply, and other knowledge of the business of the
Mylan Companies (all of which are hereinafter jointly termed "Confidential
Information") which have or may in whole or in part be conceived, learned
or obtained by Executive in the course of Executive's employment with the
Company. Accordingly, Executive agrees to keep secret and treat as
confidential all Confidential Information whether or not copyrightable or
patentable, and agrees not to use or aid others in learning of or using any
Confidential Information except in the ordinary course of business and in
furtherance of the Company's interests. During the term of this Agreement
and at all times thereafter, except insofar as is necessary disclosure
consistent with the Company's business interests:
(a) Executive will not, directly or indirectly, disclose any
Confidential Information to anyone outside the Mylan Companies;
(b) Executive will not make copies of or otherwise disclose the
contents of documents containing or constituting Confidential
Information;
(c) As to documents which are delivered to Executive or which are
made available to him as a necessary part of the working relationships
and duties of Executive within the business of the Company, Executive
will treat such documents confidentially and will treat such documents
309433
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – ex105.txt
{TEXT}
EXECUTIVE EMPLOYMENT AGREEMENT
{PAGE}
This Executive Employment Agreement (the "Agreement"), is dated as of March
1, 2002, by and between Mylan Laboratories Inc. (the "Company") and Stuart A.
Williams ("Executive").
RECITALS:
WHEREAS, the Company wishes to employ Executive as Chief Legal Officer but
may
_____________
Mylan Laboratories – Executive's Base Salary.
(c) Non-Qualified Stock Options. Executive shall receive non-qualified
options to purchase up to 200,000 shares of Mylan Laboratories Inc. common
stock under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan
(the "Plan") in accordance with the following vesting schedule, provided
_____________
Mylan Laboratories – Options. Executive shall receive non-qualified
options to purchase up to 200,000 shares of Mylan Laboratories Inc. common
stock under the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan
(the "Plan") in accordance with the following vesting schedule, provided
that Executive remains employed by the Company
_____________
Mylan Laboratories – sent by certified mail, return receipt requested, postage prepaid,
and by fax, addressed to the respective parties at the following addresses:
{PAGE}
MYLAN: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
EXECUTIVE: Stuart A. Williams
2189 Meadowmont Drive
Pittsburgh,
_____________
MYLAN LABORATORIES – one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above mentioned.
MYLAN LABORATORIES INC. EXECUTIVE:
By:_____________________________ \s\ Stuart A. Williams
Stuart A. Williams
Its:_____________________________
{/TEXT}
{/DOCUMENT}
_____________
dt 299088
;
| Stuart A. Williams
|
Preview
Full Doc
| 2004 |
Executive Employment Agreement
Executive Employment Agreement (29K)
Doc #1201982: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the �Agreement�) is dated as of July 1, 2004, by and between Mylan Laboratories Inc. (the �Company�) and John P. O�Donnell (�Executive�).
RECITALS:
WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated July 22, 2002, as amended as of December 15, 2003 (the �Original Agreement�);
WHEREAS, the Company wishes to continue to employ Executive as Chief Scientific Officer, and . . .
1201982
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – BETWEEN THE REGISTRANT AND JOHN P. O'DONNELL
Exhibit 10.29
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the Agreement) is dated as of July 1, 2004, by and between Mylan Laboratories Inc. (the Company) and John P. ODonnell (Executive).
RECITALS:
WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated July 22, 2002, as amended as of
_____________
Mylan Laboratories – executive compensation.
(c) Non-Qualified Stock Options. The remaining one-third (1/3) of the fully vested non-qualified options granted to Executive in July 2002 pursuant to the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan, as amended (the Plan), shall be exercisable on July 22, 2004. These options are subject to all terms of the Plan and the applicable stock
_____________
Mylan Laboratories – hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax, addressed to the respective parties at the following addresses:
If to the Company:
Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a noted copy to the Chief Executive Officer
If to Executive:
at the most
_____________
MYLAN LABORATORIES – terminated and superseded in all respects upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above mentioned.
MYLAN LABORATORIES INC.
EXECUTIVE:
/s/ Robert J. Coury
/s/ John P. ODonnell
By: Robert J. Coury
John P. ODonnell
Its: Vice Chairman and CEO
10
_____________
dt 1334832
| |
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| 2004 |
Executive Employment Agreement
Executive Employment Agreement (28K)
Doc #1201985: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of July
1, 2004, by and between Mylan Laboratories Inc. ("Mylan" or "Company") and
Edward J. Borkowski ("Executive").
RECITALS
WHEREAS, the Company and Executive are parties to that certain Executive
Employment Agreement dated as of March 4, 2002, as amended as of December 15,
2003 (the "Original Agreement");
WHEREAS, the Company wishes to continue to . . .
1201985
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.27
<TEXT>
<PAGE>
EXHIBIT 10.27
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of July
1, 2004, by and between Mylan Laboratories Inc. ("Mylan" or "Company") and
Edward J. Borkowski ("Executive").
RECITALS
WHEREAS, the Company and Executive are parties to that certain Executive
Employment Agreement dated as of March 4, 2002, as
_____________
Mylan Laboratories – authority over executive compensation.
(c) Non-Qualified Stock Options. The remaining one-third (1/3) of the
non-qualified options granted to Executive in March 2002 pursuant to the 1997
Mylan Laboratories Inc. Incentive Stock Option Plan, as amended (the "Plan"),
shall vest on March 4, 2005, provided that Executive remains employed by Mylan
on that date. These options are subject to
_____________
Mylan Laboratories – hereto shall be in
writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
If to the Company: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a noted copy to the Chief Executive Officer
If to Executive: at the most
_____________
MYLAN LABORATORIES – terminated and superseded in all respects upon the effectiveness of this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above mentioned.
MYLAN LABORATORIES INC. EXECUTIVE:
/s/ Robert J. Coury /s/ Edward J. Borkowski
----------------------------------- -------------------------------------
By: Robert J. Coury Edward J. Borkowski
Its: Vice Chairman and CEO
9
</TEXT>
</DOCUMENT>
_____________
dt 1334833
| |
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| 2004 |
Executive Employment Agreement
Executive Employment Agreement (31K)
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EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of July
1, 2004, by and between Mylan Laboratories Inc. (the "Company") and Louis J.
DeBone ("Executive").
RECITALS:
WHEREAS, the Company and Executive are parties to that certain Executive
Employment Agreement dated July 22, 2002, as amended as of December 15, 2003
(the "Original Agreement");
WHEREAS, the Company wishes to continue to employ Executive as . . .
1201986
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.28
<TEXT>
<PAGE>
Exhibit 10.28
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of July
1, 2004, by and between Mylan Laboratories Inc. (the "Company") and Louis J.
DeBone ("Executive").
RECITALS:
WHEREAS, the Company and Executive are parties to that certain Executive
Employment Agreement dated July 22, 2002, as amended as of
_____________
Mylan Laboratories – executive compensation.
(c) Non-Qualified Stock Options. The remaining one-third (1/3) of the
fully vested non-qualified options granted to Executive in July 2002 pursuant to
the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan, as amended (the
"Plan"), shall be exercisable on July 22, 2004. These options are subject to all
terms of the Plan and the applicable stock
_____________
Mylan Laboratories – hereto shall be in
writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
If to the Company: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a noted copy to the Chief Executive Officer
If to Executive: at the most
_____________
MYLAN LABORATORIES – terminated and superseded in all respects upon the effectiveness of this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above mentioned.
MYLAN LABORATORIES INC. EXECUTIVE:
/s/ Robert J. Coury /s/ Louis J. DeBone
--------------------------------------- -------------------------------
By: Robert J. Coury Louis J. DeBone
Its: Vice Chairman and CEO
10
</TEXT>
</DOCUMENT>
_____________
dt 1334834
| |
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| 2004 |
Executive Employment Agreement
Executive Employment Agreement (30K)
Doc #1201987: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of
July 1, 2004, by and between Mylan Laboratories Inc. (the "Company") and John P.
O'Donnell ("Executive").
RECITALS:
WHEREAS, the Company and Executive are parties to that certain
Executive Employment Agreement dated July 22, 2002, as amended as of December
15, 2003 (the "Original Agreement");
WHEREAS, the Company wishes to continue to employ Executive as . . .
1201987
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.29
<TEXT>
<PAGE>
Exhibit 10.29
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of
July 1, 2004, by and between Mylan Laboratories Inc. (the "Company") and John P.
O'Donnell ("Executive").
RECITALS:
WHEREAS, the Company and Executive are parties to that certain
Executive Employment Agreement dated July 22, 2002, as amended as
_____________
Mylan Laboratories – executive compensation.
(c) Non-Qualified Stock Options. The remaining one-third (1/3) of the
fully vested non-qualified options granted to Executive in July 2002 pursuant to
the 1997 Mylan Laboratories Inc. Incentive Stock Option Plan, as amended (the
"Plan"), shall be exercisable on July 22, 2004. These options are subject to all
terms of the Plan and the applicable stock
_____________
Mylan Laboratories – hereto shall be in
writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
If to the Company: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a noted copy to the Chief Executive Officer
If to Executive: at the most
_____________
MYLAN LABORATORIES – terminated and superseded in all respects upon the effectiveness of this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above mentioned.
MYLAN LABORATORIES INC. EXECUTIVE:
/s/ Robert J. Coury /s/ John P. O'Donnell
----------------------------------- ---------------------------
By: Robert J. Coury John P. O'Donnell
Its: Vice Chairman and CEO
10
</TEXT>
</DOCUMENT&
_____________
dt 1334835
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| 2004 |
Executive Employment Agreement
Executive Employment Agreement (30K)
Doc #1201989: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of
July 1, 2004, by and between Mylan Laboratories Inc. (the "Company") and Stuart
A. Williams ("Executive").
RECITALS:
WHEREAS, the Company and Executive are parties to that certain
Executive Employment Agreement dated as of March 1, 2002, as amended as of
December 15, 2003 (the "Original Agreement");
WHEREAS, the Company wishes to continue to employ . . .
1201989
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.30
<TEXT>
<PAGE>
Exhibit 10.30
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement") is dated as of
July 1, 2004, by and between Mylan Laboratories Inc. (the "Company") and Stuart
A. Williams ("Executive").
RECITALS:
WHEREAS, the Company and Executive are parties to that certain
Executive Employment Agreement dated as of March 1, 2002, as amended
_____________
Mylan Laboratories – writing sent by certified mail, return receipt requested, postage prepaid, and
by fax, addressed to the respective parties at the following addresses:
7
<PAGE>
If to the Company: Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Chairman of the Board
With a noted copy to the Chief Executive Officer
If to Executive: at the most
_____________
MYLAN LABORATORIES – terminated and superseded in all respects upon the effectiveness of this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above mentioned.
MYLAN LABORATORIES INC. EXECUTIVE:
/s/ Robert J. Coury /s/ Stuart A. Williams
----------------------------------- ----------------------------------
By: Robert J. Coury Stuart A. Williams
Its: Vice Chairman and CEO
9
</TEXT>
</DOCUMENT>
_____________
dt 1334836
| |
| Full Doc
| 2006 |
Executive Employment Agreement
Executive Employment Agreement (6K)
Doc #1741539: This document is immediately available for purchase, but does not have a preview available for viewing.
1741539
| | |
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| 2007 |
Executive Employment Agreement
Executive Employment Agreement (32K)
Doc #2692481: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the �Agreement�) is dated as of January 8, 2007, by and between Mylan Laboratories Inc. (the �Company�) and Prasad Nimmagadda (�Executive�).
RECITALS:
WHEREAS, the Company wishes to employ Executive as Head of Global Strategies in the Office of the CEO, and Executive wishes to accept such employment, in each case effective as of the date hereof; and
WHEREAS, Executive is desirous of assisting the Company in whatever manner . . .
2692481
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.1 2 l23992aexv10w1.htm EX-10.1
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the Agreement) is dated as of January 8, 2007, by and between Mylan Laboratories Inc. (the Company) and Prasad Nimmagadda (Executive).
RECITALS:
WHEREAS, the Company wishes to employ Executive as Head of Global Strategies in the Office of the CEO, and Executive wishes to
_____________
Mylan Laboratories – hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax, addressed to the respective parties at the following addresses:
If to the Company:
Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
Attention: Chief Executive Officer
If to Executive:
at the most recent address on record at the Company.
Either party may, by written notice
_____________
MYLAN LABORATORIES – together shall constitute one and the same instrument.
[Signature Page Follows]
10
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above mentioned.
MYLAN LABORATORIES INC.
EXECUTIVE:
/s/ Robert J. Coury
By: Robert J. Coury
/s/ Prasad Nimmagadda
Prasad Nimmagadda
Its: Vice Chairman and CEO
11
_____________
dt 1686194
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Executive Employment Agreement
Executive Employment Agreement (34K)
Doc #2900379: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the �Agreement�) is dated as of January 31, 2007, by and between Mylan Laboratories Inc. (the �Company�) and Rajiv Malik (�Executive�).
RECITALS:
WHEREAS, Executive and Matrix Laboratories Limited, an Indian corporation (�Matrix�), are party to that certain letter of appointment dated July 28, 2005 (the �Matrix Appointment Letter�), relating to Executive�s employment as Chief Executive Officer of Matrix;
WHEREAS, . . .
2900379
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.31 7 l26366aexv10w31.htm EX-10.31
Exhibit 10.31
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the ?Agreement?) is dated as of January 31, 2007, by and between Mylan Laboratories Inc. (the ?Company?) and Rajiv Malik (?Executive?).
RECITALS:
WHEREAS, Executive and Matrix Laboratories Limited, an Indian corporation (?Matrix?), are party to that certain letter of appointment dated July 28, 2005 (
_____________
Mylan Laboratories – hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax, addressed to the respective parties at the following addresses:
If to the Company:
Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg, Pennsylvania 15317
Attention: Chief Executive Officer
If to Executive:
at the most recent address on record at the Company.
Either party may, by written notice
_____________
MYLAN LABORATORIES – together shall constitute one and the same instrument.
[Signature page follows]
11
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above mentioned.
MYLAN LABORATORIES INC.
EXECUTIVE:
/s/ Robert J. Coury
/s/ Rajiv Malik
By:
Robert J. Coury
Rajiv Malik
Its:
Vice Chairman and CEO
12
_____________
dt 1809885
| |
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| 2007 |
Executive Employment Agreement
Executive Employment Agreement (32K)
Doc #2900381: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the �Agreement�) is dated as of January 31, 2007, by and between Mylan Laboratories Inc. (the �Company�) and Heather Bresch (�Executive�).
RECITALS:
WHEREAS, the Company wishes to employ Executive as Head of North American Operations, effective as of the date hereof, but may be interested in utilizing Executive in other capacities, in order to avail itself of Executive�s skills and abilities in light of the Company�s business needs;
. . .
2900381
|
Mylan
As referenced in this Executive Employment Agreement:
Mylan Laboratories – 10.33 9 l26366aexv10w33.htm EX-10.33
Exhibit 10.33
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the ?Agreement?) is dated as of January 31, 2007, by and between Mylan Laboratories Inc. (the ?Company?) and Heather Bresch (?Executive?).
RECITALS:
WHEREAS, the Company wishes to employ Executive as Head of North American Operations, effective as of the date hereof, but may be
_____________
Mylan Laboratories – hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax, addressed to the respective parties at the following addresses:
If to the Company:
Mylan Laboratories Inc.
1500 Corporate Drive
Canonsburg,Pennsylvania 15317
Attention: Chief Executive Officer
If to Executive:
at the most recent address on record at the Company.
Either party may, by written notice
_____________
MYLAN LABORATORIES – all respects upon the effectiveness of this Agreement.
[Signature page follows]
10
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above mentioned.
MYLAN LABORATORIES INC.
EXECUTIVE:
/s/ Robert J. Coury
/s/ Heather Bresch
By: Robert J. Coury
Heather Bresch
Its: Vice Chairman and CEO
11
_____________
dt 1809887
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| 2009 | | | |
| Full Doc
| 2009 |
Executive Employment Agreement
Executive Employment Agreement (7K)
Doc #3673874: This document is immediately available for purchase, but does not have a preview available for viewing.
3673874
| | |
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| 2008 | | | |
Preview
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| 2008 | | | |
| Full Doc
| 2000 |
Financial Data Schedule
Financial Data Schedule (1K)
Doc #309448: This document is immediately available for purchase, but does not have a preview available for viewing.
309448
|
Mylan
As referenced in this Financial Data Schedule:
Mylan Laboratories – EX-27 2 0002.txt FDS -- 5 Financial Data Schedule Mylan Laboratories Inc. and Subsidiaries Article 5 of Regulation S-X he schedule contains summary financial information extracted from the Consolidated Balance Sheet at June
_____________
dt 299102
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Indemnification Agreement
Indemnification Agreement (26K)
Doc #1201990: Click preview link for longer preview.
MYLAN LABORATORIES INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") is made this __ day of
_________________, by and between Mylan Laboratories Inc., a Pennsylvania
corporation (the "Corporation"), and _______ ("Indemnitee").
WHEREAS, Indemnitee is a director of the Board of the Corporation and
performs a valuable service in such capacity for the Corporation; and
WHEREAS, Article VIII of the Second Amended and Restated Bylaws (the
"Bylaws") of the Corporation . . .
1201990
|
Mylan
As referenced in this Indemnification Agreement:
MYLAN LABORATORIES – gt;EX-10.31
<SEQUENCE>6
<FILENAME>j1082801exv10w31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>
Exhibit 10.31
EXECUTION COPY
MYLAN LABORATORIES INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") is made this __ day of
_________________, by and between Mylan Laboratories Inc., a Pennsylvania
corporation (the "Corporation"), and _______ ("Indemnitee").
WHEREAS,
_____________
Mylan Laboratories – TEXT>
<PAGE>
Exhibit 10.31
EXECUTION COPY
MYLAN LABORATORIES INC.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (the "Agreement") is made this __ day of
_________________, by and between Mylan Laboratories Inc., a Pennsylvania
corporation (the "Corporation"), and _______ ("Indemnitee").
WHEREAS, Indemnitee is a director of the Board of the Corporation and
performs a valuable service in such capacity for the
_____________
Mylan Laboratories – be given or made when
personally delivered, or when deposited in the U.S. Mail, first-class,
registered or certified mail, postage prepaid, addressed as follows:
If to the Corporation:
Mylan Laboratories Inc.
781 Chestnut Ridge Road
Morgantown, West Virginia 26504-4310
Attention: Roger L. Foster, Esq.
Senior Vice President, General Counsel
and Secretary
If to Indemnitee: to the most recent address
_____________
MYLAN LABORATORIES – or any of its subsidiaries.
[SIGNATURE PAGE FOLLOWS]
-8-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
MYLAN LABORATORIES INC.
By:______________________________________
Name:
Title:
INDEMNITEE
By: ______________________________________
Name:
Title: Director
-9-
</TEXT>
</DOCUMENT>
|