|
Peter
D. Lyons
Shearman
& Sterling LLP
599
Lexington Avenue
New
York, New York 10022
(212)
848-4000
|
Clifford
M. J. Felig
Meitar
Liquornik Geva & Leshem Brandwein
16
Abba Hillel Silver Rd.
Ramat
Gan 52506, Israel
(972)
3-610-3100
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Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$194,554,682.50
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$7,646.00
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*
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Estimated
for purposes of calculating the amount of the filing fee
only. Calculated by multiplying $7.75, the per share tender
offer price, by 25,103,830 shares.
|
|
**
|
Calculated
as 0.00393% of the transaction
value.
|
|
R
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
|
| Amount Previously Paid: $7,800.00 | Filing Party: Alkaloida Chemical Company Exclusive Group Ltd. | |
| Form or Registration No.: Schedule TO | Date Filed: June 30, 2008 | |
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£
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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|
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Check
the appropriate boxes to designate any transactions to which the statement
relates:
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|
R
|
third-party
tender offer subject to Rule 14d-1.
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£
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issuer
tender offer subject to Rule 13e-4.
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£
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going-private
transaction subject to Rule 13e-3.
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£
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer: £
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Item
4.
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Terms
of the Transaction.
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Item
11.
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Additional
Information.
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Item
12.
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Exhibits.
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|
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Item
12 of the Schedule TO is hereby amended and restated as
follows:
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(a)(1)(A)
|
Offer
to Purchase dated June 30, 2008.*
|
|
(a)(1)(B)
|
Form
of Letter of Transmittal.*
|
|
(a)(1)(C)
|
Form
of Notice of Guaranteed Delivery.*
|
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(a)(1)(D)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
|
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(a)(1)(E)
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Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
|
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(a)(1)(F)
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
|
|
(a)(1)(G)
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Declaration
Form (“Declaration of Status for Israeli Income Tax Purposes”).*
|
|
(a)(5)(A)
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Summary
Advertisement as published in The Wall Street Journal
on June 30, 2008.*
|
|
(a)(5)(B)
|
Text
of Press Release issued by Sun on June 25,
2008, incorporated by reference to the Statement on Schedule 13D
(including exhibits), originally filed by Sun, Sun Pharma Global Inc. and
Purchaser, with respect to the Ordinary Shares, par value NIS 0.0001 per
share of the Company, with the U.S. Securities and Exchange Commission
(the “Original Schedule 13D”); the Amendment No. 1 to the
Original Schedule 13D, filed on July 25, 2007 (the “Amendment
No. 1”); the Amendment No. 2 to the Original Schedule 13D,
filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3
to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment
No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on
May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original
Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment
No. 6 to the Original Schedule 13D, filed on June 24, 2008; the Amendment
No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment
No. 7”, together with the Original Schedule 13D, the Amendment
No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4,
the Amendment No. 5 and the Amendment No. 6,
the
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*
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Previously
filed.
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“Schedule 13D”)
and by reference to Statement on Schedule TO filed by Purchaser on June
25, 2008.*
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(a)(5)(C)
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Text
of Press Release issued by Purchaser on June 30, 2008.*
|
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(a)(5)(D)
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Text
of Press Release issued by Purchaser on July 14, 2008.*
|
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(a)(5)(E)
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Text
of Press Release issued by Sun on July 30, 2008.*
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(a)(5)(F)
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Text
of Press Release issued by Sun on August 13, 2008.*
|
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(a)(5)(G)
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Text
of Press Release issued by Sun on August 27, 2008.*
|
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(a)(5)(H)
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Text
of Press Release issued by Sun on August 27, 2008.*
|
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(a)(5)(I)
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Text
of Press Release issued by Sun on September 3, 2008.*
|
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(a)(5)(J)
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Text
of Press Release issued by Sun on October 3, 2008.*
|
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(a)(5)(K)
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Text
of Press Release issued by Sun on November 7, 2008.*
|
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(a)(5)(L)
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Text
of Press Release issued by Sun on December 19, 2008.*
|
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(a)(5)(M)
|
Text
of letter from Sun’s Chairman and Managing Director, Dilip Shanghvi to
Myron Strober, Chairman of the Audit Committee of the Board of Directors
of the Company, dated January 2, 2009, regarding the financial statements
of the Company.*
|
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(a)(5)(N)
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Text
of Press Release issued by Sun on January 7, 2009.*
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(a)(5)(O)
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Text
of Press Release issued by Sun on January 29,
2009.
|
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(b)
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Not
applicable.
|
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(d)(A)
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Agreement
of Merger, dated as of May 18, 2007, among Purchaser, Aditya Acquisition
Company Ltd. and the Company, incorporated by reference to the Schedule
13D.*
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(d)(B)
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Amendment
No. 1 to Agreement of Merger, dated as of July 23, 2007, among Purchaser,
Aditya Acquisition Company Ltd. and the Company, incorporated by reference
to the Schedule 13D.*
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(d)(C)
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Option
Letter Agreement, dated as of May 18, 2007, among Taro Development
Corporation, Barrie Levitt, Tal Levitt, Daniel Moros, Jacob Levitt and
Purchaser, incorporated by reference to the Schedule 13D.*
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(d)(D)
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Share
Purchase Agreement, dated as of May 18, 2007, among Purchaser and the
Company, incorporated by reference to the Schedule 13D.*
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(d)(E)
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Agreement
and Plan of Merger, dated as of May 18, 2007, among Sun Pharmaceutical
Industries, Inc., Sun Development Corporation I, Taro Development
Corporation, Barrie Levitt and Daniel Moros, incorporated by reference to
the Schedule 13D.*
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(d)(F)
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Voting
Agreement, dated as of May 18, 2007, between Purchaser and Barrie
Levitt.*
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(d)(G)
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Voting
Agreement, dated as of May 18, 2007, between Purchaser and Daniel
Moros.*
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(d)(H)
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Voting
Agreement, dated as of May 18, 2007, between Purchaser and Tal
Levitt.*
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(d)(I)
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Voting
Agreement, dated as of May 18, 2007, between Purchaser and Taro
Development Corporation.*
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(d)(J)
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Voting
Agreement, dated as of May 18, 2007, between Purchaser and Morley &
Company, Inc.*
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(d)(K)
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Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Barrie Levitt.*
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(d)(L)
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Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Daniel Moros.*
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(d)(M)
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Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Tal Levitt.*
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(d)(N)
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Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Jacob Levitt.*
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(d)(O)
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Warrant,
dated as of May 18, 2007, issued by the Company to Sun, incorporated by
reference to the Schedule 13D.*
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(d)(P)
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Warrant
No. 2, dated as of August 1, 2007, issued by the Company to Sun,
incorporated by reference to the Schedule 13D.*
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(d)(Q)
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Registration
Rights Agreement, dated as of May 18, 2007, between the Company and
Purchaser, incorporated by reference to the Schedule 13D.*
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(d)(R)
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Assignment
and Assumption Agreement, dated as of June 24, 2008, between Purchaser and
Sun, incorporated by reference to Schedule 13D.*
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(d)(S)
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Irrevocable
Trust Agreement, dated as of June 29, 2008, between Purchaser and Ubank
Trust Company Ltd.*
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(d)(T)
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A
letter of demand for delivery pursuant to the Option Agreement, dated
August 27, 2008, from Purchaser to Taro Development Corporation, Barrie
Levitt, Tal Levitt, Jacob Levitt and Daniel Moros.*
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(d)(U)
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A
letter from Sun’s Chairman and Managing Director, Dilip Shanghvi, to the
Company’s Board of Directors, dated January 2, 2009, regarding proposed
settlement terms for the STO Litigation.*
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(d)(V)
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A
letter from Sun’s Chairman and Managing Director, Dilip Shanghvi, to the
Company’s Board of Directors, dated January 7, 2009, in response to the
letters from Dr. Levitt, dated January 4 and January 6, 2009.*
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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| ALKALOIDA CHEMICAL COMPANY | ||||
| EXCLUSIVE GROUP LTD. | ||||
| By: | /s/ Harin Mehta | |||
| Name: | Mr. Harin Mehta | |||
| Title: | Director | |||
| SUN PHARMACEUTICAL INDUSTRIES LTD. | ||||
| By: | /s/ Sudhir V. Valia | |||
| Name: | Mr. Sudhir V. Valia | |||
| Title: | Director | |||
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(a)(1)(A)
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Offer
to Purchase dated June 30, 2008.*
|
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(a)(1)(B)
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Form
of Letter of Transmittal.*
|
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(a)(1)(C)
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Form
of Notice of Guaranteed Delivery.*
|
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(a)(1)(D)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
|
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(a)(1)(E)
|
Form
of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
|
|
(a)(1)(F)
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9.*
|
|
(a)(1)(G)
|
Declaration
Form (“Declaration of Status for Israeli Income Tax Purposes”).*
|
|
(a)(5)(A)
|
Summary
Advertisement as published in The Wall Street Journal
on June 30, 2008.*
|
|
(a)(5)(B)
|
Text
of Press Release issued by Sun on June 25,
2008, incorporated by reference to the Statement on Schedule 13D
(including exhibits), originally filed by Sun, Sun Pharma Global Inc. and
Purchaser, with respect to the Ordinary Shares, par value NIS 0.0001 per
share of the Company, with the U.S. Securities and Exchange Commission
(the “Original Schedule 13D”); the Amendment No. 1 to the
Original Schedule 13D, filed on July 25, 2007 (the “Amendment
No. 1”); the Amendment No. 2 to the Original Schedule 13D,
filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3
to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment
No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on
May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original
Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment
No. 6 to the Original Schedule 13D, filed on June 24, 2008; the Amendment
No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment
No. 7”, together with the Original Schedule 13D, the Amendment
No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4,
the Amendment No. 5 and the Amendment No. 6, the “Schedule 13D”) and
by reference to Statement on Schedule TO filed by Purchaser on June 25,
2008.*
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(a)(5)(C)
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Text
of Press Release issued by Purchaser on June 30, 2008.*
|
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(a)(5)(D)
|
Text
of Press Release issued by Purchaser on July 14, 2008.*
|
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(a)(5)(E)
|
Text
of Press Release issued by Sun on July 30, 2008.*
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(a)(5)(F)
|
Text
of Press Release issued by Sun on August 13, 2008.*
|
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(a)(5)(G)
|
Text
of Press Release issued by Sun on August 27, 2008.*
|
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(a)(5)(H)
|
Text
of Press Release issued by Sun on August 27, 2008.*
|
|
(a)(5)(I)
|
Text
of Press Release issued by Sun on September 3, 2008.*
|
|
(a)(5)(J)
|
Text
of Press Release issued by Sun on October 3, 2008.*
|
|
(a)(5)(K)
|
Text
of Press Release issued by Sun on November 7, 2008.*
|
|
(a)(5)(L)
|
Text
of Press Release issued by Sun on December 19, 2008.*
|
|
(a)(5)(M)
|
Text
of letter from Sun’s Chairman and Managing Director, Dilip Shanghvi to
Myron Strober, Chairman of the Audit Committee of the Board of Directors
of the Company, dated January 2, 2009, regarding the financial statements
of the Company.*
|
|
(a)(5)(N)
|
Text
of Press Release issued by Sun on January 7, 2009.*
|
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(a)(5)(O)
|
Text
of Press Release issued by Sun on January 29,
2009.
|
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(b)
|
Not
applicable.
|
|
(d)(A)
|
Agreement
of Merger, dated as of May 18, 2007, among Purchaser, Aditya Acquisition
Company Ltd. and the Company, incorporated by reference to the Schedule
13D.*
|
|
(d)(B)
|
Amendment
No. 1 to Agreement of Merger, dated as of July 23, 2007, among Purchaser,
Aditya Acquisition Company Ltd. and the Company, incorporated by reference
to the Schedule 13D.*
|
|
(d)(C)
|
Option
Letter Agreement, dated as of May 18, 2007, among Taro Development
Corporation, Barrie Levitt, Tal Levitt, Daniel Moros, Jacob Levitt and
Purchaser, incorporated by reference to the Schedule 13D.*
|
|
(d)(D)
|
Share
Purchase Agreement, dated as of May 18, 2007, among Purchaser and the
Company, incorporated by reference to the Schedule 13D.*
|
|
(d)(E)
|
Agreement
and Plan of Merger, dated as of May 18, 2007, among Sun Pharmaceutical
Industries, Inc., Sun Development Corporation I, Taro Development
Corporation, Barrie Levitt and Daniel Moros, incorporated by reference to
the Schedule 13D.*
|
|
(d)(F)
|
Voting
Agreement, dated as of May 18, 2007, between Purchaser and Barrie
Levitt.*
|
|
(d)(G)
|
Voting
Agreement, dated as of May 18, 2007, between Purchaser and Daniel
Moros.*
|
|
(d)(H)
|
Voting
Agreement, dated as of May 18, 2007, between Purchaser and Tal
Levitt.*
|
|
(d)(I)
|
Voting
Agreement, dated as of May 18, 2007, between Purchaser and Taro
Development Corporation.*
|
|
(d)(J)
|
Voting
Agreement, dated as of May 18, 2007, between Purchaser and Morley &
Company, Inc.*
|
|
(d)(K)
|
Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Barrie Levitt.*
|
|
(d)(L)
|
Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Daniel Moros.*
|
|
(d)(M)
|
Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Tal Levitt.*
|
|
(d)(N)
|
Voting
Agreement, dated as of May 18, 2007, between Sun Pharmaceutical
Industries, Inc. and Jacob Levitt.*
|
|
(d)(O)
|
Warrant,
dated as of May 18, 2007, issued by the Company to Sun, incorporated by
reference to the Schedule 13D.*
|
|
(d)(P)
|
Warrant
No. 2, dated as of August 1, 2007, issued by the Company to Sun,
incorporated by reference to the Schedule 13D.*
|
|
(d)(Q)
|
Registration
Rights Agreement, dated as of May 18, 2007, between the Company and
Purchaser, incorporated by reference to the Schedule 13D.*
|
|
(d)(R)
|
Assignment
and Assumption Agreement, dated as of June 24, 2008, between Purchaser and
Sun, incorporated by reference to Schedule 13D.*
|
|
(d)(S)
|
Irrevocable
Trust Agreement, dated as of June 29, 2008, between Purchaser and Ubank
Trust Company Ltd.*
|
|
(d)(T)
|
A
letter of demand for delivery pursuant to the Option Agreement, dated
August 27, 2008, from Purchaser to Taro Development Corporation, Barrie
Levitt, Tal Levitt, Jacob Levitt and Daniel Moros.*
|
|
(d)(U)
|
A
letter from Sun’s Chairman and Managing Director, Dilip Shanghvi, to the
Company’s Board of Directors, dated January 2, 2009, regarding proposed
settlement terms for the STO Litigation.*
|
|
(d)(V)
|
A
letter from Sun’s Chairman and Managing Director, Dilip Shanghvi, to the
Company’s Board of Directors, dated January 7, 2009, in response to the
letters from Dr. Levitt, dated January 4 and January 6, 2009.*
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|