AGREEMENT AND PLAN OF MERGER by and among VALEANT PHARMACEUTICALS INTERNATIONAL, DESCARTES ACQUISITION CORP., DOW PHARMACEUTICAL SCIENCES, INC. and Harris Goodman, as Stockholder Representative Dated as of December 9, 2008Merger Agreement • January 5th, 2009 • Valeant Pharmaceuticals International • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of December 9, 2008, is by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Descartes Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dow Pharmaceutical Sciences, Inc., a Delaware corporation (the “Company”), and Harris Goodman, in his or her capacity as representative of the Company Securityholders (the “Stockholder Representative”). Capitalized terms used in this Agreement are defined in Section 11.1, or in the applicable Section of this Agreement to which reference is made in Section 11.2.
