THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTCommon Stock Purchase Warrant • November 2nd, 2009 • Valeant Pharmaceuticals International • Pharmaceutical preparations • New York
Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on August 16, 2010, shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”), at a purchase price per share equal to $31.61195691; provided that, the purchase price may only be paid by the Registered Holder on a “cashless basis” in the manner set forth in Section 1(a) below. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. Certain capitalized terms used in this Warrant are de
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 2nd, 2009 • Valeant Pharmaceuticals International • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of September 28, 2009 (the “Effective Date”) by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), and Harris Goodman in his capacity as the Stockholder Representative on behalf of the Company Securityholders. This Amendment amends that certain Agreement and Plan of Merger made and entered into as of December 9, 2008 by and among Parent, Descartes Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent, Dow Pharmaceutical Sciences, Inc., a Delaware corporation (the “Company”), and Harris Goodman in his capacity as the Stockholder Representative (the “Agreement”). All capitalized terms that are used in this Amendment and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
PRODUCT COMMERCIALIZATION AGREEMENTProduct Commercialization Agreement • November 2nd, 2009 • Valeant Pharmaceuticals International • Pharmaceutical preparations
This Product Commercialization Agreement (this “Agreement”) is entered into by and between Mylan Pharmaceuticals Inc. (“Mylan”), a West Virginia corporation having its corporate offices at 781 Chestnut Ridge, Morgantown, West Virginia, 26505 and Dow Pharmaceutical Sciences, Inc. (“DPSI”), a Delaware corporation having its corporate offices at 1330 Redwood Way, Petaluma, California, 94954-1169.
