AMENDMENT TO MASTER SEPARATION AGREEMENTMaster Separation Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods
This AMENDMENT NO. 1 TO MASTER SEPARATION AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT TO TAX MATTERS AGREEMENTTax Matters Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods
This AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. ARRANGEMENT AGREEMENT BETWEEN BAUSCH HEALTH...Arrangement Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • British Columbia
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTAppointment and Nomination Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This Director Appointment and Nomination Agreement, dated as of April 28, 2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Bausch + Lomb Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
BAUSCH HEALTH COMPANIES INC.Bausch & Lomb Corp • April 28th, 2022 • Ophthalmic goods • Delaware
Reference is made to (i) Master Separation Agreement, dated as of March 30, 2022 (as it may be modified in accordance with its terms, the “B+L MSA”), by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“BHC”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“B+L”), and (ii) the draft form of Master Separation Agreement (as it may be modified, the “Solta MSA”), by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“BHC”), and Solta Medical Corporation, a corporation incorporated under the British Columbia Business Corporation Act (“Solta”).
