Incorporated
Citigroup Global Markets Inc.
as Representatives of the several Underwriters
c/o | Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center 250 Vesey Street New York, New York 10080 |
Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 |
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Very truly yours, | ||||||
DR. REDDY’S LABORATORIES LIMITED | ||||||
By: | ||||||
Name: Mr. G.V. Prasad | ||||||
Title: CEO |
37
as of the date first above written
INCORPORATED
CITIGROUP GLOBAL MARKETS INC.
By: | MERRILL LYNCH, PIERCE FENNER & SMITH | |||||
INCORPORATED | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
By: | CITIGROUP GLOBAL MARKETS INC. | |||||
By: | ||||||
Name: | ||||||
Title: |
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Number of | |||||||||||
Optional ADSs to | |||||||||||
Total Number of | be Purchased if | ||||||||||
Firm ADSs to be | Maximum | ||||||||||
Name of Underwriter | Purchased | Option Exercised | |||||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||||||||||
Citigroup Global Markets Inc. | |||||||||||
Total | |||||||||||
Schedule I
1. | Preliminary Prospectus issued November 13, 2006 | |
2. | [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Act] | |
3. | following orally communicated pricing information: | |
The public offering price of the ADSs shall be US$ per ADS Offering size: [13,500,000] ADSs, representing [13,500,000] Equity Shares |
Reddy Pharmaceuticals Hong Kong Limited
JV Reddy Biomed Limited
Reddy Antilles N.V.
Reddy Netherlands B.V.
Reddy US Therapeutics, Inc.
Dr. Reddy’s Laboratories, Inc.
Dr. Reddy’s Farmaceutica do Brasil Ltda
Cheminor Investments Limited
Aurigene Discovery Technologies Limited
Aurigene Discovery Technologies, Inc.
Kunshan Rotam Reddy Pharmaceutical Co. Limited
Dr. Reddy’s Laboratories (EU) Limited
Dr. Reddy’s Laboratories (U.K.) Limited
Dr. Reddy’s Laboratories (Proprietary) Limited
Reddy Cheminor S.A
Dr. Reddy’s Bio-sciences Limited
Reddy Pharmaceuticals, LLC
Trigenesis Therapeutics, Inc.
Industrias Quimicas Falcon de Mexico, SA de CV
Reddy Holding GmbH
Lacock Holdings Limited
betapharm Arzneimittel GmbH
beta Healthcare Solutions GmbH
beta institut fur sozialmedizinische Forschung und Entwicklung GmbH
Reddy Pharma Iberia, S.A.
Dr. K. Anji Reddy
Mr. Satish Reddy
4 World Financial Center
250 Vesey Street
New York, New York 10080
388 Greenwich Street
New York, NY 10013
Schedule I attached to the Underwriting Agreement
Very truly yours, | ||||
TO BE DELIVERED PURSUANT TO SECTION 7(c)
1. | The Underwriting Agreement has been duly executed and delivered by the Company in accordance with the laws of the State of New York. | |
2. | The Deposit Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles). | |
3. | Upon due execution and delivery by the Depositary of the ADRs representing the ADSs against the deposit of the Shares in respect thereof in accordance with the provisions of the Deposit Agreement, and upon payment by the Underwriters for the ADSs evidenced thereby in accordance with the provisions of the Underwriting Agreement, such ADRs will be duly and validly issued and the persons in whose names such ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement. No holder of the ADSs is or will be subject to personal liability by reason of being such a holder, and the ADSs conform in all material respects to the descriptions thereof in the Time of Sale Prospectus and the Prospectus. | |
4. | No consent, approval, authorization or order of, or filing with, any U.S. federal or New York state governmental agency or regulatory body or court is required for the execution and delivery of the Underwriting Agreement or the Deposit Agreement in connection with the issuance and sale of the Shares by the Company and the ADSs pursuant to the Deposit Agreement, except such as have been obtained and made under the Securities Act, and except as may be required by the securities or Blue Sky laws of the various states of the United States of America and other U.S. jurisdictions. | |
5. | The execution, delivery and performance of the Underwriting Agreement and the Deposit Agreement and the issuance and sale of the ADSs and the Shares will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any U.S. federal or New York state law or any rule or regulation thereunder, (ii) any order of any U.S. federal or New York state governmental agency or body or any U.S. federal or New York state court having jurisdiction over the Company, in each case of the type of rule, regulation or order that in our experience is normally applicable to general business corporations in relation to transactions of the type contemplated in the Underwriting Agreement and the Deposit Agreement, or (iii) any agreement that is expressed to be governed solely by the laws of the State of New York to which the Company is party as at the date of this letter, but we express no opinion as to Section 8 (Indemnification) of the Underwriting Agreement or Section 16 (Indemnification) of the Deposit Agreement or as to the securities or Blue Sky laws of the various states of the United States of America and other U.S. jurisdictions. |
6. | To the best of our knowledge, there is not any legal or governmental action, suit or proceeding under the federal laws of the United States and the laws of the State of New York pending or threatened against the Company or its subsidiaries, or any of their respective properties or assets that, if determined adversely to the Company, would reasonably be expected to have a Material Adverse Effect, or could reasonably be expected materially and adversely to affect the ability of the Company to perform its obligations under the Underwriting Agreement. |
7. | The Company is not and, after giving effect to the offering and sale of the ADSs and the application of the proceeds thereof, as described in each of the Time of Sale Prospectus and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940. |
8. | Under the laws of the State of New York relating to submission to jurisdiction, the Company has, pursuant to Section 15 of the Underwriting Agreement, validly and irrevocably submitted to the non-exclusive jurisdiction of any New York state or U.S. federal court located in the Borough of Manhattan, The City of New York, New York, in connection with any proceeding arising out of or related to the Underwriting Agreement to the extent permitted by law, waived any objection to the venue of a proceeding in any such court with respect to the Underwriting Agreement, and the Company has validly appointed Dr. Reddy’s Laboratories, Inc. as their authorized agent for the purposes described in the Underwriting Agreement. Service of process effected in the manner set forth in the Underwriting Agreement will be effective to confer valid personal jurisdiction over the Company in any such action. |
9. | To the best of our knowledge, there are no legal or governmental proceedings pending or threatened to which the Company is a party that are required to be described or incorporated in the Registration Statement, the Time of Sale Prospectus or the Prospectus other than those described therein; and the descriptions thereof are accurate in all material respects. |
10. | Except as set forth in paragraph (11) below, which matters are not addressed in this paragraph (10), (i) the Registration Statement, including without limitation the Rule 430B information, as of the date it became effective, and the Prospectus, as of its date, [and each amendment or supplement to the Registration Statement and the Prospectus, as of their respective effective dates or issue dates (including without limitation each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act)], appeared on their face to be appropriately responsive in all material respects to the requirements under the Securities Act and the rules and regulations of the Commission thereunder; (ii) the Form F-6 (No. 333-138547) relating to the ADSs (the “ADS Registration Statement”), as of the date it became effective, appeared on its face to be appropriately responsive in all material respects to the requirements for a registration statement on Form F-6 under the Securities Act and the rules and regulations of the Commission thereunder; and (iii) the documents incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, when they became effective or were filed with the Commission, appeared on their face to be appropriately responsive in all material respects to the requirements under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, it being understood, however, that we express no opinion with respect to the financial statements, schedules or other financial data included in or omitted from, the |
Registration Statement, the ADS Registration Statement, the Time of Sale Prospectus and the Prospectus. | ||
11. | The statements contained in the Time of Sale Prospectus and the Prospectus under the caption “Description of American Depositary Shares,” insofar as they purport to constitute a summary of the terms of the ADSs and to describe or summarize certain provisions of the Deposit Agreement, and under the caption “Shares Eligible for Future Sales,” insofar as they purport to describe or summarize certain provisions of the agreements referred to therein, provides a fair summary of such provisions in all material respects. | |
12. | The statements contained in the Time of Sale Prospectus and the Prospectus under the captions “Taxation – United States Federal Taxation,” to the extent it constitutes matters of U.S. federal income tax law or legal conclusion and subject to the limitations and assumptions contained therein, is accurate in all material respects. | |
13. | To the best of our knowledge, there are no franchises, contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described in the Time of Sale Prospectus, the Prospectus or the Registration Statement or to be filed as exhibits to the Registration Statement other than those described therein; and the descriptions thereof are accurate in all material respects. | |
14. | To the best of our knowledge, there are no persons with registration rights or other similar rights to have any Shares and the ADSs registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act. | |
15. | The Company meets the requirements for use of Form F-3 under the Securities Act. |
In addition, we have participated in the preparation of the Registration Statement and the Prospectus and in conferences with officers and other representatives of the Company, counsel to the Company, representatives of the independent public accountants for the Company and you and your representatives, at which the contents of the Registration Statement, Time of Sale Prospectus, the Prospectus and related matters were discussed, and we have reviewed certain corporate records, documents and proceedings. On the basis of the information that came to our attention in the course of such review and discussions, considered in light of the experience we have gained in our practice under the United States federal securities laws, we confirm that no information has come to our attention that caused us to believe that (x) the Registration Statement or the ADS Registration Statement (including the documents incorporated by reference therein), as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (y) the Prospectus (including the documents incorporated by reference therein), as of its date or the date of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (z) the Time of Sale Prospectus, as of the Applicable Time or as of the date of this letter (including the documents incorporated by reference therein), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (it being understood in respect of (x), (y) and (z) above that we express no belief with respect to the financial statements and schedules and any other financial data contained or incorporated by reference in the Registration Statement, the ADS Registration Statement, the Time of Sale Prospectus or the Prospectus).
In addition, we confirm to you that, having made inquiry of the Commission, the Registration Statement and the ADS Registration Statement are effective under the Securities Act; any required filing of the Prospectus pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b)(i) (without reference to Rule 424(b)(8); any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and no stop order suspending the effectiveness of the Registration Statement or the ADS Registration Statement or any part thereof or any amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act.
TO BE DELIVERED PURSUANT TO SECTION 7(d)
Annex II - 3