Agreement and Plan of Merger dated as of September 16, 2008 among Coria Laboratories, Ltd., the Shareholders of Coria Laboratories, Ltd., Valeant pharmaceuticals international and CL Acquisition Corp.Agreement and Plan of Merger • November 10th, 2008 • Valeant Pharmaceuticals International • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (“Agreement”) is made as of September 16, 2008 (the “Effective Date”), among (a) Coria Laboratories, Ltd., a Delaware corporation (the “Company”); (b) the stockholders of the Company (collectively, the “Sellers”): DFB Pharmaceuticals, Inc., a Texas corporation (“DFB”), H. Paul Dorman, John W. Feik, Anne Burnett Windfohr, John L. Marion and John W. Mason; (c) Valeant Pharmaceuticals International, a Delaware corporation (“Buyer”); and (d) CL Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer (“Newco”). The Company, the Sellers, Buyer and Newco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 10th, 2008 • Valeant Pharmaceuticals International • Pharmaceutical preparations • Delaware
This Amendment (the “Amendment”), dated as of October 15, 2008, amends that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Coria Laboratories, Ltd., a Delaware corporation (the “Company”), its stockholders (i) DFB Pharmaceuticals, Inc., a Texas corporation, (ii) H. Paul Dorman, (iii) John W. Feik, (iv) Anne Burnett Windfohr, (v) John L. Marion and (vi) John W. Mason (collectively, the “Sellers”), Valeant Pharmaceuticals International, a Delaware corporation (“Buyer”), and CL Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer (“Newco”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
