Amendment to Business Transfer Agreement – Abbott Laboratories

AMENDMENT NO. 2

TO

BUSINESS TRANSFER AGREEMENT

This Amendment No. 2 to Business Transfer Agreement (this “Second
Amendment“), made as of January 29, 2011, is entered into by and among
Abbott Healthcare Private Limited, a private limited company formed under the
Laws of India and having its registered office at 4, Corporate Park, Sion
Trombay Road, Mumbai-400 071, Maharashtra, India (“Purchaser“), and
solely for the purposes of Section 7.18 of the BTA (as defined herein), Abbott
Laboratories, an Illinois corporation and the indirect ultimate corporate parent
of Purchaser (the “Guarantor“), on the one hand, and Piramal Healthcare
Limited, a public limited company formed under the Laws of India and having its
registered office at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel,
Mumbai-400 013, Maharashtra, India and listed on the Bombay and National stock
exchanges (“Seller“), and, solely for purposes of Sections 7.5(c), 7.6,
10.6 and 11.12 of the BTA, the shareholders of Seller listed on Exhibit A of the
BTA who, as of December 31, 2009, held, in the aggregate, 103,232,499 shares of
Seller, which represented approximately 49.39% of the issued and outstanding
share capital of Seller (“Promoter Group“), on the other hand.

RECITALS

WHEREAS, the Parties have entered into that certain Business Transfer
Agreement, made as of May, 21, 2010 (as amended from time to time, including
that certain Amendment No. 1 to Business Transfer Agreement, dated September 8,
2010, the “BTA“);

WHEREAS, Seller has requested that Exhibit I to the BTA be amended to include
certain additional finished products manufactured by Seller for third parties at
its Pithampur facility; and

WHEREAS, the Parties hereto now desire to amend the BTA in accordance with
Section 15.3 of the BTA as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto hereby agree as follows:

AGREEMENT

1. Amended Exhibit I.

(a) Exhibit I to the BTA is hereby amended and restated in its
entirety in the form set forth on Exhibit 1 to this Second Amendment.

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(b) Seller represents and warrants to
Purchaser as of the date of this Second Amendment as follows:

(i) Seller manufactures each of the finished pharmaceutical products
Carvedilol, Sertraline and Amlodipine (in the respective administration mode and
dosage forms set forth on Exhibit I) only for Teva Pharmaceutical
Products Ltd (“Teva“) or Teva’s Affiliates (and not for any other Person)
at Seller’s Pithampur facility pursuant to the terms of that certain
Manufacturing Agreement by and between Seller and Teva, dated December 24, 2008
(the “Teva Agreement“), despite no Joinder Agreement (as defined in the
Teva Agreement) having been executed by any IP Holder (as defined in the Teva
Agreement) in connection therewith;

(ii) Seller manufactures the finished pharmaceutical product Carisoprodol (in
the administration mode and dosage forms set forth on Exhibit I) only for
Vision Pharma, LLC (“Vision“) (and not for any other Person) at Seller’s
Pithampur facility pursuant to the terms of that certain Contract Manufacturing
Agreement entered into effective as of September 1, 2009 by and between Seller
and Vision (the “Vision Agreement“); and

(iii) Seller manufactures the finished pharmaceutical product Glycopyrrolate
(in the administration mode and dosage forms set forth on Exhibit I) only
for Northstar International Distribution Limited (“Northstar“) (and not
for any other Person) at Seller’s Pithampur facility pursuant to the terms of
that certain Contract Manufacturing Agreement entered into as of October 29,
2004, by and between Seller and Northstar (formerly McKesson International
Distribution Limited) (the “Northstar Agreement“), notwithstanding that
Schedule 1 of the Northstar Agreement does not include Glycopyrrolate.

(c) Seller hereby agrees and acknowledges that, if at any time
following the date of this Second Amendment: (i) there is any inaccuracy in or
breach of any representation or warranty set forth in Section 1(b) of
this Second Amendment with respect to the applicable finished pharmaceutical
product manufactured by Seller; or (ii) the definition of “Territory” in (A) the
Teva Agreement is modified to include any country other than the United States
(including its territories and possessions) and Canada; or (B) the Vision
Agreement or the Northstar Agreement is modified to include any country other
than the United States; then, unless Purchaser agrees otherwise in writing, the
applicable finished pharmaceutical product manufactured by Seller shall be
deemed automatically excluded from Exhibit I.

2. No Implied Amendments; Effective Date. Except as
amended herein, all terms and provisions contained in the BTA shall remain in
full force and effect. Each of the Parties agrees that the amendments to the
BTA contained herein shall be effective upon the execution of this Second
Amendment by each Party. On and after the date hereof, each reference in the
BTA to “this Agreement,” “hereunder,” “hereof” or words of like import referring
to the BTA shall mean the BTA as amended by this Second Amendment.

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3. Counterparts. This Second Amendment may be executed in
multiple counterparts, each of which when so executed and delivered shall be
deemed an original but all of which together shall constitute one and the same
instrument and any Party may execute this Second Amendment by signing any one or
more of such originals or counterparts. The delivery of signed counterparts by
facsimile or email transmission that includes a “portable document format”
(“.pdf”) of the sending Party’s signature(s) is as effective as signing and
delivering the counterpart in person.

4. Defined Terms. Capitalized terms used herein that are
not otherwise defined shall have the meanings set forth in the BTA.

5. Governing Law. The internal Laws of India (without
giving effect to any choice or conflict of law provision or rule (whether of
India or any other jurisdiction) that would cause the application of Laws of any
other jurisdiction) govern all matters arising out of or relating to this Second
Amendment and all of the transactions it contemplates, including its validity,
interpretation, construction, performance and enforcement and any disputes or
controversies arising therefrom or related thereto.

6. Arbitration. Except for any claims for specific
performance or interlocutory relief which may be heard in the High Court of
Judicature at Bombay, India, all controversies, disputes or claims arising out
of or relating in any way to this Second Amendment or the transactions
contemplated hereunder, including any dispute as to the existence, validity,
performance, breach or termination hereof, shall be resolved by final and
binding arbitration under the Rules of Arbitration of the International Chamber
of Commerce which rules shall be deemed to be incorporated into this Second
Amendment, as modified by the provisions set forth on Schedule 14.2 of the BTA.

[SIGNATURES TO FOLLOW]

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IT WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to
be executed by their respective duly authorized representatives as of the date
first written above.

	ABBOTT HEALTHCARE PRIVATE
	LIMITED
	By:	/s/ Michael J. Warmuth
		Name:	Michael J. Warmuth
		Title:	Authorized Signatory
	ABBOTT LABORATORIES
	By:	/s/ Michael J. Warmuth
		Name:	Michael J. Warmuth
		Title:	Senior Vice President
			Established Products Division
	PIRAMAL HEALTHCARE LIMITED
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal
		Title:	Chairman & Authorised Signatory
	AJAY G. PIRAMAL
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal
	AJAY G. PIRAMAL (HUF)
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal

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	SWATI A. PIRAMAL
	By:	/s/ Swati A. Piramal
		Name:	Swati A. Piramal
	NANDINI A. PIRAMAL
	By:	/s/ Nandini A. Piramal
		Name:	Nandini A. Piramal
	ANAND AJAY PIRAMAL
	By:	/s/ Anand Ajay Piramal
		Name:	Anand Ajay Piramal
	LALITA G. PIRAMAL
	By:	/s/ Lalita G. Piramal
		Name:	Lalita G. Piramal
	THE AJAY G. PIRAMAL FOUNDATION
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal
		Title:	Authorised Signatory

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	NANDINI PIRAMAL INVESTMENTS
	PRIVATE LIMITED
	By:	/s/ Nandini A. Piramal
		Name:	Nandini A. Piramal
		Title:	Authorised Signatory
	PHL HOLDINGS PRIVATE LIMITED
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal
		Title:	Authorised Signatory
	PIRAMAL ENTERPRISES LIMITED
	TRUSTEE OF THE PIRAMAL
	ENTERPRISES EXECUTIVE TRUST
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal
		Title:	Authorised Signatory
	SAVOY FINANCE & INVESTMENTS
	PRIVATE LIMITED
	By:	/s/ Nandini A. Piramal
		Name:	Nandini A. Piramal
		Title:	Authorised Signatory
	SWASTIK SAFE DEPOSIT AND
	INVESTMENTS LTD
	By:	/s/ Nandini A. Piramal
		Name:	Nandini A. Piramal
		Title:	Authorised Signatory

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	PIRAMAL HEALTHCARE LIMITED :
	SENIOR EMPLOYEE OPTION SCHEME
	By:	/s/ Ajay G. Piramal
		Name:	Ajay G. Piramal
		Title:	Authorised Signatory

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EXHIBIT 1 *

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* Pursuant to Item 601(b)(2) of Regulation S-K, all exhibits and schedules
listed herein have been omitted. Abbott Laboratories agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the Securities
and Exchange Commission upon request.

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