JOINDER AGREEMENT

Exhibit 10.42

Execution Version

JOINDER AGREEMENT

This Joinder Agreement is dated as of January 22, 2015 (this “Agreement”), by and among each of the financial institutions set forth on Schedule A annexed hereto (each a “New Term Loan Lender” and collectively the “New Term Loan Lenders”), Valeant Pharmaceuticals International, Inc., a corporation continued under the laws of the Province of British Columbia (“Borrower”), the undersigned subsidiaries of Borrower and Barclays Bank PLC (“Barclays”), as Administrative Agent and Collateral Agent.

RECITALS:

WHEREAS, reference is hereby made to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012, as amended by Amendment No. 1, dated as of March 6, 2012, by Amendment No. 2, dated as of September 10, 2012, by Amendment No. 3, dated as of January 24, 2013, by Amendment No. 4, dated as of February 21, 2013, by Amendment No. 5, dated as of June 6, 2013, by Amendment No. 6, dated as of June 26, 2013, by Amendment No. 7, dated as of September 17, 2013, by Amendment No. 8, dated as of December 20, 2013, by the Successor Agent Agreement and Amendment No. 9, dated as of January 8, 2015, as further supplemented by the Joinder Agreement, dated as of June 14, 2012, by the Joinder Agreement, dated as of July 9, 2012, by the Joinder Agreement, dated as of September 11, 2012, by the Joinder Agreement dated as of October 2, 2012, by the Joinder Agreement, dated as of December 11, 2012, by the Joinder Agreements, each dated as of August 5, 2013, and by the Joinder Agreements, each dated as of February 6, 2014 (as it may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, Xxxxxxx Xxxxx Lending Partners LLC (“GSLP”), X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx Senior Funding, Inc. (“Xxxxxx Xxxxxxx”), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. (“JPMorgan”) and Xxxxxx Xxxxxxx, as Co-Syndication Agents, JPMorgan, as Issuing Bank, Barclays (as successor to GSLP), as Administrative Agent and Collateral Agent, and the other Agents party thereto;

WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may obtain New Revolving Loan Commitments and/or New Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan Lenders;

WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the Credit Agreement may, without the consent of any other Lenders, be amended as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of Section 2.25 of the Credit Agreement; and

WHEREAS, the Borrower may, in its sole discretion, use the proceeds of the Additional Series A-3 Tranche A Term Loans (as defined below) for general corporate purposes, including repayment of outstanding Indebtedness of the Borrower.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to

therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent and each other Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent or such other Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Each New Term Loan Lender hereby commits to provide its respective New Term Loan Commitment (each an “Additional Series A-3 Tranche A Term Loan Commitment”) as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

1. Additional Series A-3 Tranche A Term Loan Commitments. The terms and provisions of the New Term Loans made pursuant to this Agreement (the “Additional Series A-3 Tranche A Term Loans” and each an “Additional Series A-3 Tranche A Term Loan”) shall be identical to, and constitute, Series A-3 Tranche A Term Loans for all purposes under the Credit Agreement. The Additional Series A-3 Tranche A Term Loan Commitments and Additional Series A-3 Tranche A Term Loans made pursuant thereto shall be subject to the provisions of the Credit Agreement and the other Credit Documents, and shall constitute “Tranche A Term Loan Exposure” and “Tranche A Term Loans”, respectively, thereunder.

2. Principal Payments. Borrower shall make principal payments on the Additional Series A-3 Tranche A Term Loans beginning March 31, 2016 in installments on the dates and in the amounts equal to the percentage which are identical to those with respect to Series A-3 Tranche A Term Loans which, for the avoidance of doubt, are set forth below including with respect to the Additional Series A-3 Tranche A Term Loans:

Amortization Date		Additional Series A-3 Tranche A Term Loan Installments
March 31, 2015			—
June 30, 2015			—
September 30, 2015			—
December 31, 2015			—
March 31, 2016			5.42%
June 30, 2016			5.42%
September 30, 2016			5.42%
December 31, 2016			5.42%
March 31, 2017			5.42%
June 30, 2017			5.42%
September 30, 2017			5.42%
December 31, 2017			5.42%
March 31, 2018			5.42%
June 30, 2018			5.42%
September 30, 2018			5.42%
Series A-3 Tranche A Term Loan Maturity Date			Remaining Balance

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3. Closing Fee. Borrower agrees to pay on the Additional Series A-3 Tranche A Term Loan Funding Date (as defined below) to Administrative Agent, for the account of each New Term Loan Lender party to this Agreement, as fee compensation for the commitment of such New Term Loan Lender’s Additional Series A-3 Tranche A Loan Commitments, a closing fee in an amount equal to 0.15 % of the aggregate principal amount of such New Term Loan Lender’s allocated Additional Series A-3 Tranche A Term Loan Commitments which are actually funded on the Additional Series A-3 Tranche A Term Loan Funding Date.

4. Proposed Borrowing. In accordance with Section 2.25 of the Credit Agreement, Borrower has previously delivered to Administrative Agent an executed Funding Notice for Additional Series A-3 Tranche A Term Loans, requesting a proposed borrowing in the principal amount of up to $250,000,000 (the “Proposed Borrowing”) on the date hereof (the “Additional Series A-3 Tranche A Term Loan Funding Date”). Each New Term Loan Lender shall make its Additional Series A-3 Tranche A Term Loan available to Administrative Agent not later than 11:00 a.m. (New York City time) on the date hereof, by wire transfer of same day funds in Dollars at the Principal Office designated by Administrative Agent. Promptly upon receipt thereof, Administrative Agent shall make the proceeds of the Additional Series A-3 Tranche A Term Loans available to Borrower on the date hereof by causing an amount of same day funds in Dollars equal to the proceeds of all such loans received by Administrative Agent from New Term Loan Lenders to be credited to the account of Borrower, at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower.

5. New Lenders. Each New Term Loan Lender (other than any New Term Loan Lender that, immediately prior to the execution of this Agreement, is a “Lender” under the Credit Agreement) acknowledges and agrees that upon its execution of this Agreement its Additional Series A-3 Tranche A Term Loan Commitments shall be effective and that such New Term Loan Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

6. Credit Agreement Governs. Additional Series A-3 Tranche A Term Loans shall be subject to the provisions of the Credit Agreement and the other Credit Documents, except as set forth in this Agreement, and shall constitute Tranche A Term Loans thereunder.

7. Borrower’s Certifications. By its execution of this Agreement, the undersigned officer, to the best of his or her knowledge, and Borrower hereby certify that:

i. The representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date;

ii. No event has occurred and is continuing or would result from the consummation of the Proposed Borrowing contemplated hereby that would constitute a Default or an Event of Default; and

iii. Borrower has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof in connection with the Proposed Borrowing.

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8. Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:

i. Borrower shall deliver or cause to be delivered, on or before the Additional Series A-3 Tranche A Term Loan Funding Date, the following legal opinions and documents: originally executed copies of the favorable written opinions of (a) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, U.S. counsel and special France counsel to the Credit Parties, (b) Chancery Xxxxxxxx, special Barbados counsel to the Credit Parties, (c) Norton Xxxx Xxxxxxxxx Canada LLP, special Canada counsel to the Credit Parties, (d) Xxxxx & XxXxxxxx, special Luxembourg counsel to the Credit Parties, (e) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Credit Parties, (f) Xxxxxx Xxx, special Ireland counsel to the Credit Parties, (g) Xxxxxxx LLP, special Maryland counsel to the Credit Parties, (h) Souza, Cescon, Barrieu & Xxxxxx Advogados, special Brazil counsel to the Credit Parties, (i) Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx sp.k., special Poland counsel to the Credit Parties, (j) Xxxx Xxxxxx Sutkiene, special Lithuania counsel to the Credit Parties, (k) White & Case LLP, special France counsel to the Administrative Agent, (l) Xxxxx & Xxxxx LLP, special Netherlands counsel to the Administrative Agent, (m) Rajah & Xxxx LLP, special Singapore counsel to the Credit Parties, (n) Stamford Law Corporation, special Singapore counsel to the Administrative Agent and (o) Fluxmans Inc., special South Africa counsel to the Credit Parties, together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement.

9. Eligible Assignee. By its execution of this Agreement, each New Term Loan Lender (other than any New Term Loan Lender that, immediately prior to the execution of this Agreement, is a “Lender” under the Credit Agreement) represents and warrants that it is an Eligible Assignee.

10. Notice. For purposes of the Credit Agreement, the initial notice address of each New Term Loan Lender shall be as set forth below its signature below.

11. Non-U.S. Lenders. For each New Term Loan Lender that is a Non-U.S. Lender, delivered herewith to Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Term Loan Lender may be required to deliver to Administrative Agent pursuant to subsection 2.20(d) of the Credit Agreement.

12. Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will record in the Register the Additional Series A-3 Tranche A Term Loans made by New Term Loan Lenders pursuant hereto as being of the same Class as the Series A-3 Tranche A Term Loans.

13. Reaffirmation.

i. Each Credit Party hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof, the covenants and agreements contained in each Credit Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby.

ii. Each Credit Party, by its signature below, hereby affirms and confirms (a) its obligations under each of the Credit Documents to which it is a party, and (b) the pledge of and/or grant of a security interest or hypothec in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents as originally

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executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents.

ii. Each Credit Party acknowledges and agrees that each of the Credit Documents in existence as of the date hereof shall be henceforth read and construed in accordance with and so as to give full force and effect to the ratifications, confirmations, acknowledgements and agreements made herein.

14. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

15. Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. It is understood and agreed that each reference in each Credit Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended and supplemented hereby and that this Agreement is a Credit Document.

16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

17. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

BARCLAYS BANK PLC, as a “New Term Loan Lender”
By:		/s/ Xxxxxxxxx Xxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President
Notice Address:
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxxxxx
Telephone: 000 000 0000
Facsimile: 212 52605515

[Signature Page to Joinder Agreement]

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a “New Term Loan Lender”
By:		/s/ Xxxxxxx X. Xxx
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
Notice Address:
Attention:
Telephone:
Facsimile:

[Signature Page to Joinder Agreement]

XXXXXX XXXXXXX BANK, N.A., as a “New Term Loan Lender”
By:		/s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
Notice Address:
Xxxxxx Xxxxxxx Loan Servicing
0000 Xxxxxx Xxxxxx Xxxxx, 0xx xxxxx
Xxxxxxxxx, XX 00000
Telephone: 000 000 0000
Facsimile: 000 000 0000 xxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx

[Signature Page to Joinder Agreement]

SUNTRUST BANK, as a “New Term Loan Lender”
By:		/s/ Xxxxxxxxx Xxxx
Name: Xxxxxxxxx Xxxx
Title: Director
Notice Address:
Attention:
Telephone:
Facsimile:

[Signature Page to Joinder Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a “New Term Loan Lender”
By:		/s/ Xxxxx X’Xxxxxxx
Name: Xxxxx X’Xxxxxxx
Title: Director
Notice Address:
0000 Xxxxxx xx xxx Xxxxxxxx,
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: 000 000 0000
Facsimile: 000 000 0000

[Signature Page to Joinder Agreement]

CITIBANK, N.A., as a “New Term Loan Lender”
By:		/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
Notice Address:
000 Xxxxxxxxx Xxxxxx, Xxxxx 00
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: 000 000 0000
Facsimile: 000 000 0000

[Signature Page to Joinder Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as a “New Term Loan Lender”
By:		/s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
By:		/s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Notice Address:
Loan Admin
0000, Xxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Telephone: 000 000 0000
Facsimile: 000 000 0000

[Signature Page to Joinder Agreement]

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
VALEANT PHARMACEUTICALS INTERNATIONAL
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB INCORPORATED
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB HOLDINGS INCORPORATED
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Vice President and Treasurer
SOLTA MEDICAL, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Vice President and Treasurer

[Signature Page to Joinder Agreement]

ATON PHARMA, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
XXXXX LABORATORIES, LTD.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
DOW PHARMACEUTICAL SCIENCES, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer

[Signature Page to Joinder Agreement]

OBAGI MEDICAL PRODUCTS, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Treasurer
OMP, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Treasurer
ONPHARMA INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Treasurer

[Signature Page to Joinder Agreement]

Signed by
Valeant Holdco 2 Pty Ltd (ACN 154 341 367)
in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by
Wirra Holdings Pty Limited (ACN 122 216 577)
in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by
Wirra Operations Pty Limited (ACN 122 250 088)
in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)

[Signature Page to Joinder Agreement]

Signed by
iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408)
in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by
Wirra IP Pty Limited (ACN 000 000 000)
in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)
Signed by
iNova Sub Pty Limited (ACN 134 398 815)
in accordance with section 127 of the Corporations Xxx 0000 by two directors:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director (please print)

[Signature Page to Joinder Agreement]

Signed by
Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352)
in accordance with section 127 of the Corporations Xxx 0000 by a director and secretary/director:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxx X. XxXxxxx
Signature of director				Signature of director/secretary
Xxxxxx X. Xxxx-Onn				Xxxxx X. XxXxxxx
Name of director (please print)				Name of director/secretary (please print)
Signed by
DermaTech Pty Limited (ACN 000 000 000)
in accordance with section 127 of the Corporations Xxx 0000 by a director and secretary/director:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director/secretary
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director/secretary (please print)

[Signature Page to Joinder Agreement]

Signed by
Private Formula International Holdings Pty Ltd (ACN 095 450 918)
in accordance with section 127 of the Corporations Xxx 0000 by a director and secretary/director:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director/secretary
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director/secretary (please print)
Signed by
Private Formula International Pty Ltd (ACN 095 451 442)
in accordance with section 127 of the Corporations Xxx 0000 by a director and secretary/director:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director/secretary
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director/secretary (please print)

[Signature Page to Joinder Agreement]

Signed by
Ganehill Pty Ltd (ACN 065 261 538)
in accordance with section 127 of the Corporations Xxx 0000 by a director and secretary/director:
/s/ Xxxxxx X. Xxxx-Onn				/s/ Xxxxxx X. Xxxxxxxx
Signature of director				Signature of director/secretary
Xxxxxx X. Xxxx-Onn				Xxxxxx X. Xxxxxxxx
Name of director (please print)				Name of director/secretary (please print)

[Signature Page to Joinder Agreement]

Signed by
Bausch & Lomb (Australia) Pty Ltd (ACN: 000 650 251)
in accordance with section 127 of the Corporations Xxx 0000 by a director and secretary/director:
/s/ Xxxxx XxXxxxx				/s/ Xxxx Xxxx
Signature of director				Signature of director/secretary
Xxxxx XxXxxxx				Xxxx Xxxx
Name of director (please print)				Name of director/secretary (please print)

[Signature Page to Joinder Agreement]

HYTHE PROPERTY INCORPORATED
By:		/s/ Xxxxxxxx Xxxxxx
		Name:  Xxxxxxxx Xxxxxx
		Title:    Manager and Assistant Secretary

[Signature Page to Joinder Agreement]

VALEANT INTERNATIONAL BERMUDA
By:		/s/ Xxxxxx Xxxxxxx
		Name:  Xxxxxx Xxxxxxx
		Title:    Director
VALEANT PHARMACEUTICALS NOMINEE BERMUDA
By:		/s/ Xxxxx XxXxxxx
		Name:  Xxxxx XxXxxxx
		Title:    President and Assistant Secretary

[Signature Page to Joinder Agreement]

PROBIÓTICA LABORATÓRIOS LTDA.
By:		/s/ Xxxxxxx Xxxx Xxxxxxx
		Name:  Xxxxxxx Xxxx Xxxxxxx
		Title:    Officer
By:		/s/ Xxxxxxxxx Xxxxxxx
		Name:  Xxxxxxxxx Xxxxxxx
		Title:    Officer

[Signature Page to Joinder Agreement]

IOLAB CORPORATION
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Treasurer
TECHNOLAS PERFECT VISION, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB PHARMA HOLDINGS CORP.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB CHINA, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB SOUTH ASIA, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB TECHNOLOGY CORPORATION
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:     Treasurer

[Signature Page to Joinder Agreement]

RHC HOLDINGS, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
SIGHT SAVERS, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB INTERNATIONAL, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
BAUSCH & LOMB REALTY CORPORATION.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Vice President and Treasurer
ISTA PHARMACEUTICALS, LLC
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
VRX HOLDCO, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Chief Financial Officer and Treasurer

[Signature Page to Joinder Agreement]

VALEANT CANADA GP LIMITED
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:  Xxxxxx X. Xxxxxxxx
		Title:    Executive Vice President and Chief
		Financial Officer
VALEANT CANADA S.E.C./VALEANT CANADA LP
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:  Xxxxxx X. Xxxxxxxx
		Title:    Executive Vice President and Chief
		Financial Officer
V-BAC HOLDING CORP.
By:		/s/ Xxxxxx X. Xxxx-Onn
		Name:  Xxxxxx X. Xxxx-Onn
		Title:    Vice President

[Signature Page to Joinder Agreement]

MEDICIS PHARMACEUTICAL CORPORATION
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
OCEANSIDE PHARMACEUTICALS, INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:  Xxxxxx X. Xxxxxxxx
		Title:    Chief Financial Officer and Treasurer
XX. XXXXXX’X PRIVATE FORMULA INTERNATIONAL, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
PRINCETON PHARMA HOLDINGS, LLC
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
PRIVATE FORMULA CORP.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer
XXXXXX SKIN CARE LABORATORIES, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer

[Signature Page to Joinder Agreement]

VALEANT BIOMEDICALS, INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Chief Financial Officer and Treasurer
VALEANT PHARMACEUTICALS NORTH AMERICA LLC
By:		/s/ Xxxxx X. XxXxxxx
Name:		Xxxxx X. XxXxxxx
Title:		Senior Vice President and Treasurer
BIOVAIL AMERICAS CORP.
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Chief Financial Officer and Treasurer
ORAPHARMA, INC.
By:		/s/ Xxxxx X. XxXxxxx
Name:		Xxxxx X. XxXxxxx
Title:		Senior Vice President and Treasurer
ORAPHARMA TOPCO HOLDINGS, INC.
By:		/s/ Xxxxx X. XxXxxxx
Name:		Xxxxx X. XxXxxxx
Title:		Senior Vice President and Treasurer
PRESTWICK PHARMACEUTICALS, INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		Chief Financial Officer and Treasurer

[Signature Page to Joinder Agreement]

BIOVAIL INTERNATIONAL S.Á.X.X.
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Manager
VALEANT PHARMACEUTICALS LUXEMBOURG S.Á.X.X.
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Manager
VALEANT INTERNATIONAL LUXEMBOURG S.Á.X.X.
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Manager
BAUSCH & LOMB LUXEMBOURG S.Á.X.X.
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Manager

[Signature Page to Joinder Agreement]

LABORATOIRE XXXXXXX S.A.S.
By:		/s/ Xxxxx X. XxXxxxx
		Name: Xxxxx X. XxXxxxx
		Title:   General Manager
BAUSCH & LOMB FRANCE S.A.S.
By:		/s/ Xxxxx X. XxXxxxx
		Name: Xxxxx X. XxXxxxx
		Title:   General Manager
BCF S.A.S.
By:		/s/ Xxxxx X. XxXxxxx
		Name: Xxxxx X. XxXxxxx
		Title:   General Manager
XXXXXXX OPSIA S.A.S.
By:		/s/ Xxxxx X. XxXxxxx
		Name: Xxxxx X. XxXxxxx
		Title:   General Manager

[Signature Page to Joinder Agreement]

VALEANT PHARMA HUNGARY LLC
By:		/s/ Xxxxxx Xxxxxx
		Name:  Xxxxxx Xxxxxx
		Title:    Managing Director
VALEANT PHARMA HUNGARY LLC
By:		/s/ Xxxxxx Xxxxx
		Name:  Xxxxxx Xxxxx
		Title:    Managing Director

[Signature Page to Joinder Agreement]

VALEANT PHARMACEUTICALS IRELAND
By:		/s/ Xxxxxx Xxxxxxx
		Name:  Xxxxxx Xxxxxxx
		Title:    Director
VALEANT HOLDINGS IRELAND
By:		/s/ Xxxxxx Xxxxxxx
		Name:  Xxxxxx Xxxxxxx
		Title:    Director

[Signature Page to Joinder Agreement]

B.L.J. COMPANY, LTD.
By:		/s/ Xxx Xxxxxxx
		Name:  Xxx Xxxxxxx
		Title:    Representative Director and President

[Signature Page to Joinder Agreement]

AB SANITAS
By:		/s/ Xxxxxxx Xxxxxxxxxx Xxxxxxxx
		Name:  Xxxxxxx Xxxxxxxxxx Xxxxxxxx
		Title:    General Manager

[Signature Page to Joinder Agreement]

UCYCLYD PHARMA, INC.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Senior Vice President and Treasurer

[Signature Page to Joinder Agreement]

VALEANT EUROPE B.V.
By:		/s/ Xxxxxx Xxxxxx
		Name:  Xxxxxx Xxxxxx
		Title:    Attorney-in-Fact
BAUSCH & LOMB B.V.
By:		/s/ Xxxxxx Xxxxxx
		Name:  Xxxxxx Xxxxxx
		Title:    Attorney-in-Fact
BAUSCH & LOMB OPS B.V.
By:		/s/ Xxxxxx Xxxxxx
		Name:  Xxxxxx Xxxxxx
		Title:    Attorney-in-Fact

[Signature Page to Joinder Agreement]

PRZEDSIĘBIORSTWO FARMACEUTYCZNE JELFA S.A.
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxx
		Title:    Attorney-in-Fact
VALEANT SP.Z O. O.
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxx
		Title:    Attorney-in-Fact
VP VALEANT SP. Z O.O.SP.J.
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxx
		Title:    Attorney-in-Fact
VALEANT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SP.J.
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:  Xxxxxx Xxxxxxxxx
		Title:    Attorney-in-Fact

[Signature Page to Joinder Agreement]

PHARMASWISS D.O.O., BEOGRAD
By:		/s/ Xxxxx Xxxxxxx
		Name:  Xxxxx Xxxxxxx
		Title:    General Manager
		(corporate stamp)

[Signature Page to Joinder Agreement]

PHARMASWISS D.O.O., LJUBLJANA
By:		/s/ Senahil Asanagić
		Name:  Senahil Asanagić
		Title:    Director

[Signature Page to Joinder Agreement]

INOVA PHARMACEUTICALS PROPRIETARY LIMITED
By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:  Xxxxxx X. Xxxxxxxx
		Title:    Director

[Signature Page to Joinder Agreement]

PHARMASWISS SA
By:		/s/ Matthias Courvoisier
		Name:  Matthias Courvoisier
		Title:    Director

[Signature Page to Joinder Agreement]

Executed by BAUSCH & LOMB U.K. LIMITED, acting by:

/s/ Xxxxx X. XxXxxxx

Director

Name of director: Xxxxx X. XxXxxxx

in the presence of:

/s/ Xxxxxxx Xxxxxx

Name of witness: Xxxxxxx Xxxxxx

Address: 000 Xxxxxxxx Xxxxxxxxx Xxxx.

               Xxxxxxxxxxx, Xxx Xxxxxx 00000 X.X.X.

Occupation: Legal

[Signature Page to Joinder Agreement]

BAUSCH & LOMB IOM S.P.A.
By:		/s/ Xxxxx X. XxXxxxx
		Name:  Xxxxx X. XxXxxxx
		Title:    Director

[Signature Page to Joinder Agreement]

SIGNED for and on behalf		)
of VALEANT PHARMACEUTICALS		)
NEW ZEALAND LIMITED		)
						/s/ Xxxxxx Xxxxxxxx		/s/ Xxxxxx X. Xxxx-Onn
						Name:  Xxxxxx Xxxxxxxx		Name:  Xxxxxx X. Xxxx-Onn
						Title:    Director		Title:    Director

[Signature Page to Joinder Agreement]

INOVA PHARMACEUTICALS (SINGAPORE) PTE LIMITED
By:		/s/ Xxxxxx Xxxxxxxx
		Name:  Xxxxxx Xxxxxxxx
		Title:    Director

[Signature Page to Joinder Agreement]

Consented to by:
BARCLAYS BANK PLC
As Administrative Agent and Collateral Agent
By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Authorized Signatory

[Signature Page to Joinder Agreement]

SCHEDULE A

TO JOINDER AGREEMENT

Name of Lender		Type of Commitment		Amount
BARCLAYS BANK PLC		Series A-3 Tranche A Term Loan Commitment		$	43,355,063.29
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH		Series A-3 Tranche A Term Loan Commitment		$	13,815,361.55
XXXXXX XXXXXXX BANK, N.A.		Series A-3 Tranche A Term Loan Commitment		$	43,866,587.69
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.		Series A-3 Tranche A Term Loan Commitment		$	37,784,395.23
CITIBANK N.A.		Series A-3 Tranche A Term Loan Commitment		$	18,057,639.49
DEUTSCHE BANK AG NEW YORK BRANCH		Series A-3 Tranche A Term Loan Commitment		$	74,703,025.70
SUNTRUST BANK		Series A-3 Tranche A Term Loan Commitment		$	18,417,927.05
				Total: $	250,000,000