0000947871-08-000374.txt : 20080625 0000947871-08-000374.hdr.sgml : 20080625 20080625171737 ACCESSION NUMBER: 0000947871-08-000374 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080625 DATE AS OF CHANGE: 20080625 GROUP MEMBERS: ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD GROUP MEMBERS: SUN PHARMA GLOBAL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARO PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0000906338 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49231 FILM NUMBER: 08917297 BUSINESS ADDRESS: STREET 1: 14 HAKTOR ST CITY: HAIFA BAY STATE: L3 ZIP: 26110 BUSINESS PHONE: 9143459001 MAIL ADDRESS: STREET 1: THREE SKYLINE DR CITY: HAWTHORNE STATE: NY ZIP: 10532 FORMER COMPANY: FORMER CONFORMED NAME: TARO VIT INDUSTRIES LTD /ISRAEL/ DATE OF NAME CHANGE: 19930601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUN PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0001197089 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: K7 ZIP: 390020 BUSINESS PHONE: 01191228212128 SC 13D/A 1 ss40909_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 7)

Under the Securities Exchange Act of 1934

TARO PHARMACEUTICAL INDUSTRIES LTD.

(Name of Issuer)

ORDINARY SHARES, PAR VALUE NIS 0.0001 PER SHARE

(Title of Class of Securities)

M8737E108

(CUSIP Number)

Mr. Sudhir V. Valia, Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059, India

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

June 25, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. M8737E108

Page 2 of 8 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SUN PHARMACEUTICAL INDUSTRIES LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of India
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 18,143,927*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 18,143,927
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,143,927
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.96%**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 3,770,833 Ordinary Shares acquired by Alkaloida Chemical Company Exclusive Group Ltd. (“Alkaloida”), an indirect subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the share purchase agreement dated May 18, 2007 (“Purchase Agreement”), between Alkaloida and the Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary Shares; 58,000 Ordinary Shares acquired by Sun Pharma Global, Inc. (“Sun Pharma”), a direct wholly-owned subsidiary of Sun, on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the warrant, dated May 18, 2007, issued by the Issuer to Sun (the “Original Warrant”); 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients (“Brandes”); and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel Insurance Company Limited (“Harel”). This amount also includes 3,787,500 Ordinary Shares which Sun, under certain circumstances, has the right to acquire pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant No. 2”).

** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; 3,000,000 Ordinary Shares issued pursuant to the Original Warrant; and an additional 3,787,500 Ordinary Shares issuable upon exercise of Warrant No. 2.

SCHEDULE 13D/A

CUSIP No. M8737E108

Page 3 of 8 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SUN PHARMA GLOBAL INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 14,356,427*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 14,356,427
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,356,427
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.39%**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 58,000 Ordinary Shares acquired by Sun Pharma on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.

** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; and 3,000,000 Ordinary Shares issued pursuant to the Original Warrant.

SCHEDULE 13D/A

CUSIP No. M8737E108

Page 4 of 8 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION The Republic of Hungary
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 14,297,927*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 14,297,927
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,297,927
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.24%**
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.

This Amendment No. 7 amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2007 (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. 6”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4 and the Amendment No. 5, the “Schedule 13D”), with respect to the Ordinary Shares, par value NIS .0001 per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd. an Israeli corporation (the “Issuer”), whose principal executive offices are located at Italy House, Euro Park, Yakum 60972, Israel. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the final paragraph of Item 4 and replacing it with the following:

“On June 24, 2008, Sun assigned its rights and obligations under the Option Agreement to Alkaloida, pursuant to the Assignment and Assumption Agreement, filed hereto as Exhibit 99.20.

On June 25, 2008, Alkaloida delivered a Notice of Exercise of Options, pursuant to the Option Agreement, to TDC, Barrie Levitt, Tal Levitt, Jacob Levitt and Daniel Moros, filed hereto as Exhibit 99.21. In connection with the exercise of the options, Alkaloida indicated its intention to promptly thereafter launch a tender offer for all Ordinary Shares at $7.75 per share, as required by the Option Agreement. On the same day, Sun, Alkaloida and Merger Sub filed a complaint in the Supreme Court of the State of New York against the Issuer, directors of the Issuer, TDC and Jacob Levitt (the “Defendants”) for (i) fraudulent inducement, (ii) declaratory judgment that the Merger Agreement was improperly terminated, (iii) breaches of the Merger Agreement, (iv) declaratory judgment that the TDC Merger Agreement was improperly terminated, (v) breaches of the TDC Merger Agreement, (iv) declaratory judgment that the parties to the Option Agreement must perform their obligations, (vii) anticipatory breach of the Option Agreement, (viii) breaches of the duties of good faith and fair dealing, (ix) unjust enrichment and (x) injunction barring the Defendants from selling, transferring, pledging, or otherwise disposing of the Ordinary Shares, Founders’ Shares and all other assets (including the Issuer’s Irish facility) underlying the Option Agreement, the Merger Agreement and the TDC Merger Agreement.

On June 25, 2008, Sun issued a press release regarding the actions described in the preceding paragraph, filed hereto as Exhibit 99.22.

Sun and its affiliates intend to take any and all necessary actions at the relevant times in order to pursue their rights.”

Item 7. Materials to be Filed as Exhibits.

	Exhibit No.		Description
	99.20		Assignment and Assumption Agreement, dated as of June 24, 2008, between Sun Pharmaceutical Industries Ltd. and Alkaloida Chemical Company Exclusive Group Ltd.

	99.21		Notice of Exercise of Options by Alkaloida Chemical Company Exclusive Group Ltd., dated June 25, 2008.

	99.22		Press Release, dated June 25, 2008, by Sun Pharmaceutical Industries Ltd.

	99.23		Joint Filing Agreement, dated as of July 2, 2007, incorporated by reference to the Original Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:

June 25, 2008	SUN PHARMACEUTICAL INDUSTRIES LTD.


	Signature

	Mr.Dilip S. Shanghvi
	Chairman & Managing Director
	Name/Title


	SUN PHARMA GLOBAL, INC.


	Signature

	Mr. Harin Mehta
	Managing Director
	Name/Title


	ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LIMITED.


	Signature

	Mr.Harin Mehta
	Director
	Name/Title

EXHIBIT INDEX

Exhibit No.	Description
99.20	Assignment and Assumption Agreement, dated as of June 24, 2008, between Sun Pharmaceutical Industries Ltd. and Alkaloida Chemical Company Exclusive Group Ltd.
99.21	Notice of Exercise of Options by Alkaloida Chemical Company Exclusive Group Ltd., dated June 25, 2008.
99.22	Press Release, dated June 25, 2008, by Sun Pharmaceutical Industries Ltd.
99.23	Joint Filing Agreement, dated as of July 2, 2007, incorporated by reference to the Original Schedule 13D.

EX-99.20 2 ss40909_ex9920.htm ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement, dated as of June 24, 2008 (this “Agreement”), between Sun Pharmaceutical Industries Ltd. (“Sun”), an Indian company, and Alkaloida Chemical Company Exclusive Group Ltd. (“Alkaloida”), a Hungarian company and a subsidiary of Sun.

WHEREAS, Alkaloida is a party to that certain Option Letter Agreement, dated as of May 18, 2007 (the “Option Agreement”; capitalized terms used but not defined herein have the meanings given to them in the Option Agreement), by and among Alkaloida, the Taro Development Corporation (“TDC”), a New York company, Barrie Levitt, Tal Levitt, Daniel Moros (together with Barrie Levitt and Tal Levitt, the “Grantors”) and Jacob Levitt, pursuant to which TDC and the Grantors granted Sun the Options;

WHEREAS, pursuant to Section 9 of the Option Agreement, Sun may assign the Option Agreement or any of its rights and obligations thereunder to one or more affiliates of Sun without the consent of TDC, the Grantors and Jacob Levitt; and

WHEREAS, Alkaloida is an entity which is indirectly 99.99%-owned by Sun and Sun desires to assign to Alkaloida, and Alkaloida desires to assume from Sun, Sun’s rights and obligations under the Option Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements set forth herein and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Assignment of Rights. Pursuant to Section 9 of the Option Agreement, Sun hereby assigns and transfers to Alkaloida, Sun’s rights under the Option Agreement.

2. Assumption of Obligations. Alkaloida hereby assumes from Sun, and agrees to perform and discharge when due, Sun’s obligations under the Option Agreement.

3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signatures Appear On the Following Page]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Assignment and Assumption Agreement as of the date first above written.

SUN PHARMACEUTICAL INDUSTRIES LTD.


By:	/s/ Dilip S. Shanghvi
	Name:	Dilip S. Shanghvi
	Title:	Chairman & Managing Director

ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.


By:	/s/ Sudhir V. Valia
	Name:	Sudhir V. Valia
	Title:	Whole-time Director

[Signature Page to Assignment & Assumption Agreement (Options)]

EX-99.21 3 ss40909_ex9921.htm NOTICE OF EXERCISE OF OPTIONS

ALKALOIDA Chemical Company Zrt.

Taro Development Corporation June 25, 2008

c/o Taro Pharmaceuticals U.S.A., Inc.

3 Skyline Drive

Hawthorne, NY 10532

Attention: Barrie Levitt

Dr. Barrie Levitt

16 Stonewall Lane

Mamaroneck, NY 10543

Ms. Tal Levitt

16 Stonewall Lane

Mamaroneck, NY 10543

Dr. Jacob Levitt

16 Stonewall Lane

Mamaroneck, NY 10543

Dr. Daniel Moros

19 Maple Avenue

Larchmont, NY 10538

Notice of Exercise of Options

Dear Sirs and Madam:

Reference is made to the Option Letter Agreement, dated May 18, 2007 (the “Option Agreement”), by and among Taro Development Corporation (“TDC”), Barrie Levitt, Tal Levitt, Daniel Moros, Jacob Levitt and us. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Option Agreement.

Pursuant to an Assignment and Assumption Agreement, dated as of June 24, 2008, a copy of which is attached hereto as Exhibit A, Sun Pharmaceutical Industries Ltd. (“Sun”) assigned its rights and obligations under the Option Agreement to us.

A. Exercise of Options. On May 28, 2008, Taro purported to terminate the Agreement of Merger, dated as of May 18, 2007 (the “Merger Agreement”), among Taro Pharmaceutical Industries Ltd. (“Taro”), Aditya Acquisition Company Ltd. (“Aditya”) and us. Pursuant to the Option Agreement, we, the Option Holder, may exercise the Options within 30 days after termination of the Merger Agreement. By delivery of this notice (this “Notice”), we hereby notify you of our exercise of the Options.

The Option Agreement requires us to commence, promptly after exercising the Options, a tender offer to acquire any Ordinary Shares, other than those acquired pursuant to the Ordinary Share Option, at a purchase price of US$7.75 per share. Today, we have announced our intention to launch a tender offer for all Ordinary Shares (the “Tender Offer”) which we will commence promptly hereafter.

We, Sun and Aditya continue to believe that the Merger Agreement was improperly terminated by Taro. Our exercise of the Options because of Taro’s purported termination of the

H-4440 Tiszavasvári, Kabay János u. 29. Phone: +36 42 521 000 Fax: +36 42 521 001

ALKALOIDA Chemical Company Zrt.

Merger Agreement shall not in any way be construed to be an acceptance or recognition of such purported termination. The exercise of the Options does not waive our rights and claims under the Merger Agreement and all other applicable laws, which rights and claims are expressly reserved.

B. Delivery Instructions.

Ordinary Share Option. Pursuant to Paragraph Two (2) of the Option Agreement, we hereby notify you of our exercise of the Ordinary Share Option at US$7.75 per share and require that, contemporaneously with the expiration of the Tender Offer, Barrie Levitt, Tal Levitt and Daniel Moros transfer all of their Ordinary Shares to us in exchange for such payment.

TDC Option. Pursuant to Paragraphs Two (2) and Five (5) of the Option Agreement, we hereby notify you of our exercise of the TDC Option. We require that, contemporaneously with the expiration of the Tender Offer, (A) Barrie Levitt, Tal Levitt, Daniel Moros and Jacob Levitt vote all securities of TDC beneficially owned by them in favor of a merger of Sun Development Corporation I, a wholly-owned subsidiary of Sun (“Sun Sub”), with and into TDC for aggregate consideration of US$18,088,275.00 (the “TDC Merger”), and (B) in respect of the TDC Merger, TDC enters into a merger agreement with Sun and Sun Sub effective immediately.

Morley Option. Pursuant to Paragraph Two (2) of the Option Agreement, we hereby notify you of our exercise of the Morley Option and require that contemporaneously with the expiration of the Tender Offer, Barrie Levitt transfers all of his shares of Class B Common Stock of Morley to us for no consideration.

C. The Trust. We have obtained an expert opinion that Initiating Motion 505/08 filed on May 28, 2008 in the Tel Aviv-Jaffa District Court by Taro and certain directions of Taro against Sun, Aditya and us (the “STO Litigation”) is without merit. However, pending resolution of the STO Litigation, we are in the process of setting up an irrevocable trust governed by Israeli law (the “Trust”) designed to ensure that we and our affiliates do not control shares representing more than 44.9% of the voting power of the Company until such time that there is no legal impediment to our having such control. While such shares remain in the Trust, we will have no investment power, voting power or other control over them.

Some or all of the shares delivered by you pursuant to the Option Agreement and tendered in the Tender Offer will be deposited in the Trust. Delivery of such shares to the Trust shall not in any way be construed to be our acceptance or recognition of the claims made in the STO Litigation. The delivery of such shares to the Trust does not waive our claims and defenses under the STO Litigation and all other applicable laws, which claims and defenses are expressly reserved.

D. Agreement to Deliver Shares. Please confirm by no later than 5:00 p.m. Eastern Time on Monday, July 7, 2008 that you agree to comply with the Delivery Instructions. Upon receipt of your written confirmation, we will provide detailed instructions regarding delivery of the shares and consummation of the TDC Merger.

If we are not accordingly advised by such time, we will conclude that you do not intend to perform your obligations pursuant to the Option Agreement, allowing us to enforce in a court of law our contractual right to exercise the Options in accordance with the terms of the Option Agreement.

H-4440 Tiszavasvári, Kabay János u. 29. Phone: +36 42 521 000 Fax: +36 42 521 001

ALKALOIDA Chemical Company Zrt.

Please sign and return a copy of this Notice to our address as acknowledgement of receipt hereof.

[Signature Page Follows]

H-4440 Tiszavasvári, Kabay János u. 29. Phone: +36 42 521 000 Fax: +36 42 521 001

ALKALOIDA Chemical Company Zrt.

Very truly yours,

ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.


By:	/s/ Sudhir Valia
	Name:	Sudhir Valia
	Title:	Director

Acknowledged by:

TARO DEVELOPMENT CORPORATION


By:
	Name:

BARRIE LEVITT

TAL LEVITT

JACOB LEVITT

DANIEL MOROS

H-4440 Tiszavasvári, Kabay János u. 29. Phone: +36 42 521 000 Fax: +36 42 521 001

ALKALOIDA Chemical Company Zrt.

EXHIBIT A

Assignment & Assumption Agreement

H-4440 Tiszavasvári, Kabay János u. 29. Phone: +36 42 521 000 Fax: +36 42 521 001

GRAPHIC 4 ex9921.jpg GRAPHIC begin 644 ex9921.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``P("`D)"0T*"@T2#`H,$A40#0T0 M%1D3$Q,3$QD:%!86%A84&A@<'1X='!@D)"'AX>'B4J(R`@("`C*B5`*Q:.EJ,ZNM!(B> MTJ:J#KVR$!9T]&QZT!`Q!J%/25-_T> M(>-1%PE5K$=">9TH,Y6(R%-1620$1/2;YZ>]0?7XQB/?77V`%RI*0UE`TTW9 M1]Z!LP3#OPZ`VPHYEZJ6H^\O4T%^@*`H"@C=;:<04NA*D'0A0N#\Z#/5LUA* ME9NPL>BE?O031<-P^"N\=I+:U\=YMYF]!>H"@*`H()4QF(V77UA"!S^PH,6' MB+F-8G9`*($49[;BM?"_ZT##04,8C./PU%@Y9+7K&5?F3K]:"IA&T;,W*T_Z MF3[I\*O*@V:#M!GXQB[>&M`VSO.:-H^YZ"@39DMZ8OM7W,_&X\*?(4#7LW"[ MK`2I7\R1ZQ7D=WTH+6(8BB$6`K4ONAL=`=ZOA07;"@0,7@I@SWF]R+YVK\EZ MZ>1H-/!=H'&%IC2U9VB;)ISJEC1*BA'0)-OK0108O?IK M4;475F7T2-:!]2A*18"P&X4"5M),1)Q%:!J&$Y$Z\=Y/SH&C!9HG0&GO:ME6 M/S"@RML(!<::F(%U-'(O_15`K+2GW3RMQ/6@=]FIJI>'CM#=QI1:43TW'Y4" MC)LF5)01R1Y)U)^=`ST%,X/AJB28S9*KE7H[[[Z M">/$CQ4E##8;23%`T[%M MK3%D*.XO91R]$"Y^U!%M)@3Y<5-@I[13FCK(WW/M#]30,,*,F+&;83_;`&FF MO$_$T&7C6/KPY]#+*$NJ()7>XR\J#/&UTX_XS?74_O0<5M?-3;^&1;>?2/AX M_&@:&G4NMI=3JE8!'D:!8VAP&3)Q)"XB!:0+.N<&\O$^=`PX=`:P^,B,UX4Z MD\U'4GYT%J@*#'D[-PIROVLH"K[[C3C07J`H"@*`H"@YE'* *@[84!0%`4'__V3\_ ` end EX-99.22 5 ss40909_ex9922.htm PRESS RELEASE

17/B, Mahal Industrial Estate,

Mahakali Caves Road,

Andheri (East), Mumbai 400 093 India

Tel.: (91-22) 6645 5645

Fax.: (91-22) 6645 5685

FOR IMMEDIATE RELEASE

Sun Pharmaceutical Exercises its Options to Acquire the Shares of the Controlling Shareholders of Taro Pharmaceuticals

Mumbai, India: June 25, 2008: Sun Pharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) today announced that a subsidiary of Sun Pharma has exercised the Option under its Option Agreement to acquire all the shares held by the controlling shareholders of Taro Pharmaceuticals Industries Limited (Taro).

On May 18, 2007, Taro and Sun Pharma's subsidiaries entered into a Merger Agreement whereby Sun Pharma's subsidiary would acquire Taro which the Taro Board of Directors unanimously approved. At that time, Taro was in a dire financial crisis and Sun Pharma agreed to invest nearly USD 60 million in cash to save Taro from bankruptcy. In the event the merger was not consummated, Taro’s controlling shareholders led by Taro’s Chairman, Barrie Levitt, granted Sun Pharma an option to acquire all their shares, including all of the Founders’ Shares of Taro.

Taro purported to terminate the Merger Agreement on May 28, 2008. Pursuant to the Option Agreement, Sun Pharma may exercise its Options within 30 days after termination of the Merger Agreement. Although Sun Pharma believes that Taro’s purported termination of the Merger Agreement was improper, it has exercised the Options to preserve its rights under the Option Agreement and states that the exercise of the Options shall not in any way be construed to be an acceptance or recognition of the purported termination of the Merger Agreement. In connection with the exercise of the Options, Sun Pharma will in the next few days commence a Tender Offer for all Ordinary Shares as required by the Option Agreement. The Option Agreement also requires that Sun Pharma specifically commence its Tender Offer at USD 7.75 per share.

On the very same day that Taro purported to terminate the Merger Agreement, Taro and the non-Levitt family Directors, who are not signatories to the Option Agreement, filed a motion in Israel designed to try to delay and ultimately block the consummation of the Option Agreement. This follows a continuous pattern whereby Dr. Levitt and his Board of Directors delayed the consummation of the merger by failing to hold the requisite shareholders meetings to consider the merger, culminating in the improper termination of the Merger Agreement.

Today, Sun Pharma has filed an action in the Supreme Court of the State of New York against Taro and its full Board of Directors. The action asserting fraud claims against Taro and its Directors asks the Court to order the controlling shareholders to honor their promises under the Option Agreement. In addition, Sun Pharma asks for an order declaring that the Merger Agreement was not properly terminated.

Mr. Shanghvi, Chairman and Managing Director, Sun Pharma said, “We have had enough of the delays, excuses and misrepresentation by the Board of Taro and Dr Levitt. In good faith, Sun Pharma complied with its obligations under the Merger Agreement approved by Taro’s Board and is now complying with the terms of the Option Agreement signed by Dr. Levitt and his family. Now it is time for Dr. Levitt and his family to do what is required of them under the Option Agreement. We will do everything required to preserve our rights.”

Important Additional Information

This communication is for informational purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell Ordinary Shares of Taro Pharmaceutical Industries Ltd. (Taro). The solicitation of offers to buy Ordinary Shares will only be made pursuant to the offer to purchase to be issued in connection with the launch of the tender offer (as may be amended or supplemented), the related letter of transmittal, and other related documents that Alkaloida Chemical Company Exclusive Group Ltd. intends to file with the U.S. Securities and Exchange Commission (SEC) and deliver to holders of Taro's Ordinary Shares. Holders of Taro's Ordinary Shares are strongly advised to carefully read the tender offer statement and other relevant documents regarding

Registered Office : SPARC, Tandalja, Vadodara – 390 020. India

Corporate Office : Acme Plaza, Andheri – Kurla Road, Andheri (East), Mumbai – 400 059. India

17/B, Mahal Industrial Estate,

Mahakali Caves Road,

Andheri (East), Mumbai 400 093 India

Tel.: (91-22) 6645 5645

Fax.: (91-22) 6645 5685

the tender offer filed with the SEC when they become available because they will contain important information. All of those materials (and all other documents the Company files with the SEC) will also be available at no charge on the SEC’s website (http://www.sec.gov) and from the information agent.

About Sun Pharmaceutical Industries Ltd.

Established in 1983, listed since 1994 and headquartered in India, Sun Pharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE:SUNPHARMA, BSE: 524715) is an international, integrated, speciality pharmaceutical company. It manufactures and markets a large basket of pharmaceutical formulations as branded generics as well as generics in India, US and several other markets across the world. In India, the company is a leader in niche therapy areas of psychiatry, neurology, cardiology, diabetology, gastroenterology, and orthopedics. The company has strong skills in product development, process chemistry, and manufacturing of complex API, as well as dosage forms. More information about the company can be found at www.sunpharma.com.

Contacts

Uday Baldota		Mira Desai
Tel	+91 22 6645 5645, Xtn 605	Tel	+91 22 6645 5645, Xtn 606
Tel Direct	+91 22 66455605	Tel Direct	+91 22 66455606
Mobile	+91 98670 10529	Mobile	+91 98219 23797
E mail	uday.baldota@sunpharma.com	E mail	mira.desai@sunpharma.com

Brunswick Group for Sun Pharma		Arad Communications for Sun Pharma
Nina Devlin / Erin Becker		Gali Dahan
+1 212 333 3810		+972 3 7693320

Registered Office : SPARC, Tandalja, Vadodara – 390 020. India

Corporate Office : Acme Plaza, Andheri – Kurla Road, Andheri (East), Mumbai – 400 059. India

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