1 EXHIBIT 99.3 VOTING AGREEMENT VOTING AGREEMENT (this "AGREEMENT") dated as of October 1, 2001, by and among Medicis Pharmaceutical Corporation, a Delaware corporation ("PARENT"), MPC Merger Corp., a Delaware corporation and wholly owned subsidiary...Voting Agreement • October 2nd, 2001 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
BETWEENShare Purchase Agreement • March 10th, 2003 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT Dated as of June 4, 2002 By and Between MEDICIS PHARMACEUTICAL CORPORATION as the Company, and DEUTSCHE BANK SECURITIES INC. as the Initial Purchaser 2.5% Contingent Convertible Senior Notes Due 2032Registration Rights Agreement • June 6th, 2002 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
BY AND AMONGMerger Agreement • December 15th, 1997 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 10th, 2004 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
COMMON STOCKUnderwriting Agreement • January 12th, 1998 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • California
Know-How" means the information known to Medicis relating solely and uniquely to the formulae, manufacturing processes, customer lists, marketing and advertising rights and promotional materials, technology and testing data relating to, the Products,...Asset Purchase Agreement • September 28th, 1999 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
AMENDMENT NO. 2 TORights Agreement • May 9th, 1997 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
AMENDMENT NO. 3 TORights Agreement • July 26th, 2002 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
BETWEENSupply Agreement • March 10th, 2003 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
INDENTUREIndenture • August 4th, 2003 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
1 EXHIBIT 10.81 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 9th, 1997 • Medicis Pharmaceutical Corp • Pharmaceutical preparations
LICENSE AND OPTION AGREEMENT LICENSE AND OPTION AGREEMENTLicense Agreement • February 16th, 1999 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
2- 3 (b) The execution and delivery of this Amendment and any other instruments executed and delivered to Lender concurrently herewith, and the full and complete performance of the provisions hereof will not result in any breach of, or constitute a...Credit and Security Agreement • February 16th, 1999 • Medicis Pharmaceutical Corp • Pharmaceutical preparations
AMENDMENT NO. 1Rights Agreement • October 11th, 2002 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
1 EXHIBIT 10.95 ASSET PURCHASE AGREEMENT by and between MEDICIS PHARMACEUTICAL CORPORATIONAsset Purchase Agreement • September 28th, 1999 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
BETWEENShare Purchase Agreement • March 10th, 2003 • Medicis Pharmaceutical Corp • Pharmaceutical preparations
i 3 ARTICLE V COVENANTS OF BUYER.......................................... 28 5.1. FDA Drug Filing............................................. 28 5.2. Raw Material Supply......................................... 28 5.3. Post-Closing...Stock Purchase Agreement • September 28th, 1999 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
and DEUTSCHE BANK TRUST COMPANY AMERICAS as TrusteeSupplemental Indenture • May 10th, 2005 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
WAIVER AGREEMENTWaiver Agreement • November 9th, 2005 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
EXHIBIT 4.1B AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • June 4th, 2002 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
dated as ofMerger Agreement • March 21st, 2005 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
RECITALSLicense Agreement • September 10th, 2004 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2004 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER Among MEDICIS PHARMACEUTICAL CORPORATION, VALEANT PHARMACEUTICALS INTERNATIONAL, VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and MERLIN MERGER SUB, INC. Dated as of September 2, 2012Merger Agreement • September 5th, 2012 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of September 2, 2012, among Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Merlin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”), and Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Parent Holdco”).
1 EXHIBIT 10.96 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 1999 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
EXHIBIT 10.3Trademark Assignment Agreement • May 10th, 2006 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • New York
THIS TRADEMARK ASSIGNMENT is made on this 17th day of March 2006, by and between Ipsen Ltd., a company organized and existing under the laws of England, with registered offices located at 190 Bath Road, Slough, Berkshire SL1 3XE, United Kingdom ("Assignor"), and Aesthetica Ltd., a Bermuda corporation, a wholly owned subsidiary of Medicis Pharmaceutical Corporation, a Delaware corporation, located at 8125 North Hayden Road, Scottsdale, Arizona 85258, United States of America ("Assignee").
4 5 OTHER INTELLECTUAL PROPERTY RIGHT IN VIOLATION OF ANY OF THE CORPORATION'S POLICIES OR ANY AGREEMENT BETWEEN THE CORPORATION AND OPTIONEE; OR (ix) OPTIONEE REFUSES TO BE AVAILABLE FOR REASONABLE CONSULTATION WITH RESPECT TO THE SUBJECT MATTER OF...Incentive Stock Option Agreement • August 14th, 1997 • Medicis Pharmaceutical Corp • Pharmaceutical preparations
1 EXHIBIT 10.82 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 9th, 1997 • Medicis Pharmaceutical Corp • Pharmaceutical preparations
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • May 6th, 2009 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
Each such milestone payment shall be payable only once pursuant to this Section 6.2. Such payment shall be made within thirty (30) days after the initial achievement of such milestone; provided, however, that Medicis shall not be obligated to make the milestone payment described in subsection (c) above before ***, Medicis shall not be obligated to make the milestone payment described in subsection (d) above before ***, and Medicis shall not be obligated to make either of the milestone payments described in subsections (e) and (f) above before ***.
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2008 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 23, 2008 (the “Effective Date”) by and between Medicis Pharmaceutical Corporation (the “Company” or “Medicis”) and Joseph P. Cooper (“Executive”).
BETWEENAsset Purchase Agreement • May 9th, 1997 • Medicis Pharmaceutical Corp • Pharmaceutical preparations
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2009 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20___ (the “Effective Date”) by and between Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), and _________ who serves as a [director and/or officer] of the Company (“Indemnitee”).
AMENDED AND RESTATED RIGHTS AGREEMENT by and between MEDICIS PHARMACEUTICAL CORPORATION and WELLS FARGO BANK, N.A., as Rights Agent Dated as of August 17, 2005Rights Agreement • August 18th, 2005 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of August 17, 2005 (this “Agreement”) between Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association, as successor-in-interest to American Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2006 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Arizona
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 27, 2006 (the “Effective Date”) by and between Medicis Pharmaceutical Corporation “Company” or “Medicis”) and Jason D. Hanson (“Executive”).
