Agreement of Joint FilingTaro Pharmaceutical Industries LTD • July 3rd, 2007 • Pharmaceutical preparations
The undersigned hereby agree that the Statement on Schedule 13D, dated July 2, 2007 (“Statement”), with respect to the Ordinary Shares par value NIS 0.0001 per share, of Taro Pharmaceutical Industries Ltd. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d 1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT AND PLAN OF MERGER by and among SUN PHARMACEUTICAL INDUSTRIES, INC., SUN DEVELOPMENT CORPORATION I, THE TARO DEVELOPMENT CORPORATION, BARRIE LEVITT, and DAN MOROS Dated as of May 18, 2007Agreement and Plan of Merger • July 3rd, 2007 • Taro Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 18, 2007, by and among SUN PHARMACEUTICAL INDUSTRIES, INC., a Michigan corporation (“Parent”), SUN DEVELOPMENT CORPORATION I, a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), THE TARO DEVELOPMENT CORPORATION, a New York corporation (the “Company”), BARRIE LEVITT (“Levitt”) and DANIEL MOROS (“Moros”).
OPTION LETTER AGREEMENTShare Purchase Agreement • July 3rd, 2007 • Taro Pharmaceutical Industries LTD • Pharmaceutical preparations
Reference is made to the Share Purchase Agreement (the “SPA”), dated May 18, 2007 (the “SPA”), between Taro Pharmaceutical Industries Ltd. (the “Company”) and Alkaloida Chemical Company Exclusive Group Ltd. (the “Purchaser”). Capitalized terms not defined herein shall have the same meanings set forth in the SPA.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2007 • Taro Pharmaceutical Industries LTD • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2007 (this “Agreement”), by and among Taro Pharmaceutical Industries Ltd., a company organized under the laws of the State of Israel (the “Company”) and Alkaloida Chemical Company Exclusive Group Ltd. (the “Investor”).
