AGREEMENT AND PLAN OF MERGER by and among VALEANT PHARMACEUTICALS INTERNATIONAL, SUN MERGER SUB, INC., VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and SALIX PHARMACEUTICALS, LTD. Dated as of February 20, 2015Merger Agreement • February 23rd, 2015 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 23rd, 2015 Company Industry JurisdictionAGREEMENT AND PLAN OF MERGER, dated as of February 20, 2015 (this “Agreement”), by and among Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Sun Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Salix Pharmaceuticals, Ltd., a Delaware corporation (the “Company”), and solely for purposes of Section 8.16, Valeant Pharmaceuticals International, Inc., a British Columbia corporation (“Guarantor”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.