X0303 4 2008-12-23 1 0000010081 BARR PHARMACEUTICALS INC BRL 0001237257 DOWNEY BRUCE BARR PHARMACEUTICALS, INC. 225 SUMMIT AVE MONTVALE NJ 07645 1 1 0 0 Chairman & CEO Common Stock 2008-12-23 4 D 0 426654 D 0 D Stock Options 11.06 2008-12-23 4 D 0 168729 D 2009-08-11 Common Stock 168729 0 D Stock Options 24.5667 2008-12-23 4 D 0 135000 D 2010-08-09 Common Stock 135000 0 D Stock Options 36.3267 2008-12-23 4 D 0 168749 D 2011-08-08 Common Stock 168749 0 D Stock Options 26.58 2008-12-23 4 D 0 191220 D 2012-08-07 Common Stock 191220 0 D Stock Options 43.34 2008-12-23 4 D 0 149998 D 2013-07-30 Common Stock 149998 0 D Stock Options 35.01 2008-12-23 4 D 0 160000 D 2014-08-04 Common Stock 160000 0 D Stock Appreciation Rights 46.99 2008-12-23 4 D 0 160000 D 2015-07-27 Common Stock 160000 0 D Stock Appreciation Rights 48.80 2008-12-23 4 D 0 150000 D 2016-07-26 Common Stock 150000 0 D Stock Appreciation Rights 49.49 2008-12-23 4 D 0 75000 D 2008-11-11 2017-03-07 Common Stock 75000 0 D Stock Appreciation Rights 49.22 2008-12-23 4 D 0 150000 D 2008-11-11 2018-03-04 Common Stock 150000 0 D Disposed of pursuant to a merger agreement between Issuer and Teva Pharmaceutical Industries Ltd. in exchange for 265,716 shares of Teva Common Stock having a market value of $41.82 per share on the effective date of the merger and cash in the amount of $16,903,823. Option vested equally over a 3 year period from grant date These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $9,354,335.76, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $11.06 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $5,660,995.50, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $24.5667 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $5,091,714.20, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $36.3267 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $7,633,502.40, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $26.58 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $3,473,953.68, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $43.34 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $5,038,400.00, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $35.01 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $3,121,600.00, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $46.99 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $2,655,000.00, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $48.80 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $1,275,750.00, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $49.49 per share. These options were cancelled pursuant to the merger agreement between the Issuer and Teva in exchange for the aggregate cash payment of $2,592,00.00, which represents the difference between the $66.50 per share price specified in the merger agreement and the option price of $49.22 per share. /s/ William T. McKee as Attorney-in-Fact for Bruce Downey 2008-12-29