Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): March 17, 2015

Valeant Pharmaceuticals International, Inc.

(Exact name of registrant as specified in its charter)

Canada

001-14956

98-0448205

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.

2150 St. Elzéar Blvd. West

Laval, Quebec

Canada H7L 4A8

(Address of principal executive offices)(Zip Code)

514-744-6792

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On March 17, 2015, Valeant Pharmaceuticals International, Inc. (the “Company”) priced its previously announced offering of $1.45 billion of its common shares (the “Offering”). The shares will be registered under the Securities Act of 1933 pursuant to a registration statement on Form S-3 (File No. 333-189182).

In connection with the Offering, the Company has entered into an Underwriting Agreement with Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA) Inc., DNB Markets, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc., with Deutsche Bank Securities Inc. acting as representative of such underwriters.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and a copy of the press release announcing the pricing of the Offering is attached hereto as Exhibit 99.1. Each is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

1.1		Underwriting Agreement, dated March 17, 2015, among the Company, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA) Inc., DNB Markets, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc.

99.1		Press Release announcing the pricing of the offering, dated March 17, 2015

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

By:		/S/ Robert R. Chai-Onn
Name:		Robert R. Chai-Onn

Title:		Executive Vice President, General Counsel and Chief Legal Officer, Head of Corporate and Business Development

Date: March 17, 2015

EXHIBIT INDEX


Exhibit Number		Description

1.1		Underwriting Agreement, dated March 17, 2015, among the Company, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA) Inc., DNB Markets, Inc., Barclays Capital Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc.

99.1		Press Release announcing the pricing of the offering, dated March 17, 2015

Exhibit 1.1

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

$1,450,000,000 of Common Shares

Underwriting Agreement

March 17, 2015

Deutsche Bank Securities Inc.

As representative of the several Underwriters named

in Schedule I hereto (the “Representative” or “you”)

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Ladies and Gentlemen:

Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell the underwriters named in Schedule I hereto (the “Underwriters”) who have severally and not jointly agreed to purchase $1,450,000,000 of shares (the “Firm Shares”) and, at the election of the Underwriters, up to $217,500,000 of additional shares (the “Optional Shares”) of common shares of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).

Shares are being issued as part of the financing to effect the tender offer (as it may be amended or extended, the “Tender Offer”) by Sun Merger Sub, Inc., a Delaware corporation (“Merger Sub”), for the outstanding shares of common stock, par value $0.001 per share (the “Salix Shares”), of Salix Pharmaceuticals, Ltd. (“Salix”), which is being made pursuant to the Agreement and Plan of Merger, dated February 20, 2015 (as it may be amended, the “Merger Agreement”), among Valeant Pharmaceuticals International (“Valeant”), Merger Sub, Salix and, for the limited purposes set forth therein, the Company. Following the acceptance for payment of Salix Shares pursuant to the Tender Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Salix, with Salix continuing as the surviving corporation (the “Merger” and, together with the Tender Offer, the “Acquisition”).

The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”) on Form S-3 (File No. 333-189192) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto and including any prospectus supplement relating to the Shares that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Shares that will be filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 6(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents (or portions of documents) incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) under the Act and any documents (or portions of documents) filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the

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Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein;

(c) For the purposes of this Agreement, the “Applicable Time” is 9:00 a.m. (Eastern time) on the date of this Agreement. The Pricing Prospectus, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein;

(d) The documents (or portions of documents) incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(b) hereto;

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(e) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representative expressly for use therein;

(f) None of the Company or any of its subsidiaries has sustained since the date of the respective latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference material to the Company and its subsidiaries taken as a whole, with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any material change in the capital stock or long term debt of the Company or any of its subsidiaries (other than in connection with the Company’s securities repurchase program described in the Pricing Prospectus or the Company’s employee stock option or other employee equity award plans or other securities based-compensation arrangements) or any material adverse change, or any development that could reasonably be expected to result in a material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Prospectus;

(g) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as (i) do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries, taken as a whole, or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined below); and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as (i) are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, taken as a whole, or (ii) could not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect;

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(h) The Company has been duly incorporated and is validly existing as a corporation in good standing (or equivalent status) under the laws of the Province of British Columbia, with corporate power and authority to own its properties and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except for such failures to be so qualified in any such jurisdiction as would not have a material adverse effect on the condition (financial or otherwise), earnings or business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); and except as would not, individually or in the aggregate, have a Material Adverse Effect; and each subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation; each subsidiary of the Company (along with its jurisdiction of incorporation or formation) is listed on Schedule III hereto;

(i) The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the capital stock of the Company contained in the Pricing Prospectus, the Prospectus; and, except as would not, individually or in the aggregate, have a Material Adverse Effect, all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except as otherwise set forth in the Pricing Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

(j) The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the Shares contained in the Prospectus;

(k) This Agreement has been duly authorized, executed and delivered by the Company;

(l) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Shares) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System;

(m) The issue and sale of the Shares and the compliance by the Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the

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property or assets of the Company is subject, except in the case of this clause (i) for any such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, result in a Material Adverse Effect, (ii) the provisions of the articles of continuance, by-laws or other constituent documents (or similar documents) of the Company or (iii) Canadian securities laws or (iv) any other statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of this clause (v) for any such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the distribution of the Shares or the consummation by the Company of the transactions contemplated by this Agreement except for (x) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities, Blue Sky laws or applicable Canadian securities laws in connection with the purchase and distribution of the Shares by the Underwriters and (y) any trade report filings required under applicable Canadian securities laws;

(n) None of the Company or any of its subsidiaries is (i) in violation of its articles of continuance, by-laws or other constituent documents (or similar documents), (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or, (iii) in violation of any law, statute, rule or regulation or any judgment, order or decree of any domestic or foreign court or other governmental or regulatory authority, agency or other body with jurisdiction over any of them or any of their assets or properties, except for such defaults, in the case of clauses (ii) and (iii), as shall not, individually or in the aggregate, cause a Material Adverse Effect;

(o) The statements set forth in the Pricing Prospectus and Prospectus, as applicable, under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the capital stock, under the caption “Certain U.S. Federal Income Tax Consequences to U.S. Holders”, under the caption “Certain Canadian Income Tax Considerations” and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents, if any, referred to therein, are accurate and fair in all material respects;

(p) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

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(q) The Company is subject to Section 13 or 15(d) of the Exchange Act;

(r) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(s) (A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(t) The consolidated financial statements of the Company and, to the knowledge of the Company, Salix, and the related notes thereto included or incorporated by reference in each of the Registration Statement, Pricing Prospectus and the Prospectus present fairly the financial position of the Company and its subsidiaries, and Salix and its subsidiaries, respectively, as of the respective dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; the other financial information included or incorporated by reference in each of the Registration Statement, Pricing Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and Salix and its subsidiaries, respectively, and presents fairly the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in each of the Registration Statement, Pricing Prospectus and the Prospectus have been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial statements, and the assumptions underlying such pro forma financial information are reasonable and are set forth in each of the Registration Statement, Pricing Prospectus and the Prospectus. The interactive data in extensible Business Reporting Language included or incorporated by reference in each of the Registration Statement, Pricing Prospectus, or the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto;

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(u) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in the Company’s internal control over financial reporting. Since the date of the latest audited financial statements of the Company included or incorporated by reference in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting;

(v) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act and as contemplated by the certifications required under Form 52-109F1 and Form 52-109F2 under Multilateral Instrument 52-109 – Certification of Disclosures in Issuer’s Annual and Interim Filings; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

(w) PricewaterhouseCoopers LLP (U.S.), which has audited certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder and the rules and regulations of the Public Company Accounting Oversight Board and Canadian securities laws, and there has not been a “reportable event” (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) between PricewaterhouseCoopers LLP (U.S.) and the Company;

(x) [reserved]

(y) [reserved]

(z) [reserved];

(aa) Ernst & Young LLP, which has audited certain financial statements of Salix and its subsidiaries, to the knowledge of the Company, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder and the rules and regulations of the Public Company Accounting Oversight Board;

(bb) [reserved];

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(cc) Each of the Company and each of its subsidiaries owns, possesses or has the right to employ all patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, the “Intellectual Property”) necessary to conduct the businesses operated by it as described in the Pricing Prospectus, except where the failure to own, possess or have the right to employ such Intellectual Property, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Preliminary Prospectus, none of the Company or any of its subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing that would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Preliminary Prospectus, to the knowledge of the Company, the use of the Intellectual Property of the Company and its subsidiaries in connection with the business and operations of the Company and its subsidiaries does not infringe on the rights of any person, except for such infringement as would not reasonably be expected to have a Material Adverse Effect;

(dd) None of the Company or any of its subsidiaries or affiliates or, to the knowledge the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

(ee) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the rules and regulations thereunder and, to the knowledge of the Company, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(ff) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available

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such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to, or located in any country or territory that is subject to, any U.S. sanctions administered by OFAC;

(gg) The shares of the Company are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) and the Company is a “reporting Issuer”, or the equivalent thereof, in each of the provinces of Canada, and is not in default of any material requirement of Canadian securities laws of any of the provinces of Canada; and

(hh) To the knowledge of the Company, except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any such subsidiary which is required to be disclosed by applicable Canadian securities laws.

(ii) The Company’s head office is not located within the Province of British Columbia. The Company’s executive officers and directors are not resident in the Province of British Columbia. The business of the Company and its subsidiaries is not administered from, and the operations of the Company and its subsidiaries are not conducted in the Province of British Columbia. No acts, advertisements, solicitations, conduct or negotiations by the Company in furtherance of the offering and sale of the Shares have taken place in the Province of British Columbia (including any underwriting or investor relations activities), it being understood that no representation or warranty is made with respect to the activities of the Underwriters or their respective affiliates. The offer and sale of the Shares to any purchaser outside the Province of British Columbia, and that is not resident in British Columbia, is not subject to the prospectus requirements of the Securities Act (British Columbia).

2. [Reserved].

3. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $196.76125, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled

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to purchase hereunder and (c) each of the Underwriters, severally and not jointly, covenants and agrees with the Company that: (i) it will not confirm the sale of any Shares to any purchaser unless the Representative has received an executed purchaser’s letter in the form set forth in Schedule IV, a copy of which shall be provided to the Company at the Time of Delivery; (ii) the Shares shall not be offered, sold or otherwise distributed in any province or territory of Canada or to a resident of any province or territory of Canada; (iii) it will not prepare the market in any province or territory of Canada or create a demand in any province or territory of Canada for the Shares or otherwise solicit offers for, or offer to sell, the Shares in any province or territory of Canada; and (iv) at the Time of Delivery, the Representative will provide a certificate certifying that to the best of its knowledge, no Shares have been distributed in any province or territory of Canada or to persons located in any province or territory of Canada.

The Company hereby grants to the Underwriters the right to purchase at their election up to $217,500,000 of Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

4. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus.

5. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriters, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 10:30 a.m., New York City time, on March 27, 2015 or such other time and date as the Representative and the Company may agree upon in writing, and, with respect to the Optional Shares, 10:30 a.m., New York time, on the date specified by the Representative in the written notice given by the Representative of the Underwriters’

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election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 9 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 9(m) hereof, will be delivered at such time and date at the offices of Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 5, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

6. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Shares; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or

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other prospectus or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Shares by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);

(b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof;

(d) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions (other than Canada or any of its provinces or territories) as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required (i) to qualify as a foreign corporation, (ii) to file a general consent to service of process in any jurisdiction or (iii) to subject itself to taxation in any jurisdiction where it is not otherwise subject;

(e) Prior to 5:30 p.m., New York City time, on the second business day following the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such

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Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(f) To make generally available (within the meaning of Rule 158(b) under the Securities Act) to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(g) (i) During the period beginning from the date hereof and continuing until the date 60 days after the date of the Prospectus, not to (x) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase capital stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, capital stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the capital stock or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of capital stock or such other securities, in cash or otherwise (other than the capital stock to be sold hereunder or the capital stock to be issued in connection with the acquisition of substantially all of the assets and certain liabilities of Dendreon Corporation and certain of its wholly owned subsidiaries or pursuant to employee stock option or other employee equity award plans or other securities based-compensation existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of the Representative.

(ii) The restrictions described in clause (g)(i) shall not apply to the sale or issuance of, or entry into an agreement to sell or issue capital stock as consideration for or to raise funds to use as consideration for the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of capital stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (g)(ii) shall not exceed 15% of the total number of shares of capital stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement;

(h) Not to be or become, at any time prior to the expiration of two years after the Time of Delivery, an open end investment company, unit investment trust, closed end investment company or face amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(i) To pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) under the Act and otherwise in accordance with Rules 456(b) and 457(r) under the Act;

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(j) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(k) To use its reasonable best efforts to list the Shares on the New York Stock Exchange (the “Exchange”) and the TSX (together with the Exchange, the “Exchanges”);

(l) To make any trade report filings required under applicable Canadian securities laws in respect of sales of the Shares in the United States or elsewhere outside of Canada; and

(m) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred

(a) The Company represents and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Representative is listed on Schedule II(a) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representative and, if requested by the Representative, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly through the Representative for use therein.

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8. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with any required Canadian trade report filings and] the qualification of the Shares for offering and sale under state securities laws as provided in Section 6(c) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Memorandum and legal investment surveys; (iv) all fees and expenses in connection with listing the Shares on the Exchanges; (v) the cost of preparing the Shares; (vi) the cost and charges of any transfer agent or registrar; and (vii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 10 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.

9. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations theretofore to be performed, and the obligations of the Underwriters hereunder shall be subject to the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

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(b) Cahill Gordon & Reindel LLP, counsel for the Underwriters, shall have furnished to you such opinion or opinions, dated such Time of Delivery, in form and substance satisfactory to you, with respect to certain legal matters relating to this Agreement as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Sullivan & Cromwell LLP, counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you, set forth on Annex I(a)hereto;

(d) Osler, Hoskin & Harcourt LLP, Canadian counsel for the Company, shall have furnished to you their written opinion, dated such Time of Delivery, in form and substance satisfactory to you, set forth on Annex I(b) hereto; provided that Osler, Hoskin & Harcourt LLP shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the federal laws of Canada and the Provinces of Ontario, Alberta and Québec, and may rely, to the extent appropriate in the circumstances, as to matters of fact (including, but not limited to, the articles, bylaws and authorizing resolutions), on certificates of officers of the Company and its subsidiaries and certificates of public officials reasonably satisfactory to you, and further provided that in expressing its opinion set out in paragraph 7 of Annex I(b) hereto, such counsel shall be entitled to assume that each purchaser acquiring any Shares has executed and delivered to the Representative and the Company a purchaser’s letter in the form set forth in Schedule IV hereto, and that the representations and warranties of that purchaser set out therein are true and correct as of the date of such letter and also as of the date of its written opinion;

(e) [reserved];

(f) On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, PricewaterhouseCoopers LLP (U.S.) shall have furnished to you letters with respect to certain financial information of the Company and its subsidiaries, dated the respective date of delivery thereof, in form and substance satisfactory to you;

(g) [reserved];

(h) [reserved];

(i) On the date of the Prospectus at a time prior to the execution of this Agreement, on the effective date of any post effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Ernst & Young LLP shall have furnished to you a letter with respect to certain financial information of Salix and its subsidiaries, dated the respective date of delivery thereof, in form and substance satisfactory to you;

(j) [reserved];

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(k) (i) None of Company or any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock or long term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity (other than in connection with the Company’s securities repurchase program described in the Pricing Prospectus or the Company’s employee stock option or other employee equity award plans or other securities based-compensation arrangements) or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in this Agreement or the Prospectus;

(l) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(m) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchanges; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchanges; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State or Canadian federal authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States or Canada; (iv) the outbreak or escalation of hostilities involving the United States or Canada or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States, Canada or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(n) The Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses on the second business day following the date of this Agreement;

(o) The Shares shall have been duly listed, subject to notice of issuance, on the Exchanges;

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(p) The Company has obtained and delivered to the you executed copies of an agreement in the form attached hereto on Exhibit A from all officers and directors listed on Exhibit B hereto, substantially to the effect set forth in Section 6(g) hereof in form and substance satisfactory to you;

(q) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such time, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (k) of this Section and as to such other matters as you may reasonably request;

(r) The Company has obtained and delivered to you a copy of the letter from the TSX advising the Company that conditional approval of the listing of the Shares has been granted by the TSX, subject to the satisfaction of the customary conditions set out therein; and

10. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state in (A) the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Basic Prospectus, any Preliminary Prospectus or the Pricing Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon

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an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state in (a) the Registration Statement, a material fact or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (B) the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further, that the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under paragraph (a) or (b) above. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Underwriters shall have the right to employ counsel to represent jointly the Underwriters and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriters against the Company under this Section 10, if (i) the Company and the Underwriters shall have so mutually agreed; (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the Underwriters; (iii) the Underwriters and their respective directors, officers, employees and controlling persons shall have reasonably concluded, based on the advice of

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counsel, that there may be legal defenses available to them that are different from or in addition to those available to the Company; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Underwriters or their respective directors, officers, employees or controlling persons, on the one hand, and the Company, on the other hand, and representation of both sets of parties by the same counsel would present a conflict due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Company. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably

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incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to any affiliate of each Underwriter and to each person, if any, who controls any Underwriter within the meaning of the Act and their respective directors, officers and employees; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

11. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may be made necessary in order to reflect the participation of the new purchasers in the Registration Statement or the Prospectus, or in any other documents or arrangements, in order to reflect the participation of the new purchasers, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one tenth of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require

-22-

each non-defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one tenth of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any affiliate or controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.

13. If this Agreement shall be terminated by the Underwriters pursuant to the failure to be satisfied of the condition set forth in Section 9(m)(i), (iii), (iv) or (v) hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 8 and 10 hereof; but, if for any other reason, any Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representative for all out of pocket expenses approved in writing by the Representative, including reasonable fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

14. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile

-23-

transmission to the Representative at 60 Wall Street, New York, NY 10005, Attention: Steven Burwell; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 10(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 10 and 12 hereof, the officers and directors of the Company and each person who controls the Company, or any Underwriter or any affiliate or controlling person of any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

18. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

-24-

19. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this agreement or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

20. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

22. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal, state and local income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

[Remainder of page is intentionally left blank]

-25-

If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by the Representative, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

[Signature pages follow]

-26-



Very truly yours,

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

By:	/s/ Howard B. Schiller
	Name:	Howard B. Schiller
	Title:	EVP & CFO

Accepted as of the date hereof:


Deutsche Bank Securities Inc.
As Representative of the several Underwriters listed on Schedule I hereto

By:	/s/ Joseph P. Coleman
	Name:	Joseph P. Coleman
	Title:	Managing Director

By:	/s/ Benjamin K. Marsh
	Name:	Benjamin K. Marsh
	Title:	Director

-27-

SCHEDULE I


Underwriters	Total Number of Firm Shares to be Purchased		Number of Optional Shares to be Purchased if Maximum Option Exercised

Deutsche Bank Securities Inc.		5,464,871		819,730

HSBC Securities (USA) Inc.		554,503		83,175

Mitsubishi UFJ Securities (USA), Inc.		304,578		45,687

DNB Markets, Inc.		225,447		33,817

Barclays Capital Inc.		213,131		31,970

Morgan Stanley & Co. LLC		213,131		31,970

RBC Capital Markets, LLC		213,131		31,970

SunTrust Robinson Humphrey, Inc.		97,640		14,645

Total		7,286,432		1,092,964

-1-

SCHEDULE II

(a)	Issuer Free Writing Prospectuses:

(b)	Additional Documents Incorporated by Reference:

SCHEDULE III

Subsidiaries


Legal Name		Jurisdiction
Bausch & Lomb Argentina S.R.L.		Argentina
Waicon Vision S.A.		Argentina
Bausch & Lomb (Australia) Pty. Limited		Australia
DermaTech Pty. Ltd.		Australia
Ganehill North America Pty. Ltd.		Australia
Ganehill Pty. Ltd.		Australia
Hissyfit International Pty Ltd.		Australia
iNova Pharmaceuticals (Australia) Pty Limited		Australia
iNova Sub Pty Limited		Australia
Private Formula International Holdings Pty. Ltd.		Australia
Private Formula International Pty. Ltd.		Australia
Solta Medical Australia Propretary Ltd		Australia
Valeant Holdco 2 Pty Ltd		Australia
Valeant Holdco 3 Pty Ltd		Australia
Valeant Pharmaceuticals Australasia Pty. Ltd.		Australia
Wirra Holdings Pty Limited		Australia
Wirra IP Pty Limited		Australia
Wirra Operations Pty Limited		Australia
Bausch & Lomb GmbH		Austria
Hythe Property Incorporated		Barbados
Natur Produkt-M		Belarus
Bausch & Lomb B.V.B.A.		Belgium
Bausch & Lomb Pharma S.A.		Belgium
Croma Pharma BVBA		Belgium
Labsystems Benelux N.V.		Belgium
Valeant International Bermuda		Bermuda
Valeant Pharmaceuticals Nominee Bermuda		Bermuda
PharmaSwiss BH drustvo za trgovinu na veliko d.o.o.		Bosnia
BL Importações Ltda.		Brazil
BL Indústria Ótica Ltda.		Brazil
Instituto Terapêutico Delta Ltda.		Brazil
Probiótica Laboratórios Ltda.		Brazil


Legal Name		Jurisdiction
Valeant Farmacêutica do Brasil Ltda.		Brazil
Bauch & Lomb-Lord (BVI) Incorporated		British Virgin Islands
PharmaSwiss EOOD		Bulgaria
0909657 B.C. Ltd.		British Columbia (Canada)
0938638 BC Ltd.		British Columbia (Canada)
0938893 BC Ltd.		British Columbia (Canada)
Croma Pharma Canada Ltd.		British Columbia (Canada)
9079-8851 Quebec, Inc.		Canada
Bausch & Lomb Canada Inc.		Canada
Biovail Technologies West Ltd.		Ontario (Canada)
Medicis Aesthetics Canada Ltd.		Canada
Medicis Canada Ltd.		Canada
Valeant Canada GP Limited		Canada
Valeant Canada S.E.C./Valeant Canada LP		Canada
Valeant Canada Ltd.		Canada
Valeant Groupe Cosmoderme Inc.		Canada
V-BAC Holding Corp.		Canada
VRX Escrow Corp.		Canada
ICN Cayman Ltd.		Cayman Islands
ICN Global Ltd.		Cayman Islands
Bausch & Lomb (Shanghai) Trading Co., Ltd.		China
Beijing Bausch & Lomb Eyecare Company, Ltd.		China
Shandong Bausch & Lomb Freda New Packaging Materials Co Ltd		China
Shandong Bausch & Lomb Freda Pharmaceutical Co. Ltd.		China
Solta Medical China		China
PharmaSwiss drustvo s ogranicenom odgovornoscu za trgovinu I usluge		Croatia
Coleman Trading Ltd.		Cyprus
Nordman Investment Ltd.		Cyprus
PharmaSwiss Ceska republika s.r.o.		Czech Republic
Valeant Czech Pharma s.r.o.		Czech Republic
ICN Egypt Ltd.		Egypt
PharmaSwiss Eesti OU		Estonia
GIE Opthapharma		European Economic Interest Grouping
Bausch & Lomb France S.A.S.		France
BCF S.A.S.		France
Chauvin Opsia S.A.S.		France
Croma SAS		France


Legal Name		Jurisdiction
Laboratoire Chauvin S.A.S.		France
Pharma Pass S.A.S.		France
Bausch & Lomb GmbH		Germany
BLEP Europe GmbH		Germany
BLEP Holding GmbH		Germany
Chauvin ankerpharm GmbH		Germany
Croma-Pharma Deutschland G.m.b.H.		Germany
Dr. Gerhard Mann chem.-pharm. Fabrik GmbH		Germany
Dr. Robert Winzer Pharma GmbH		Germany
Grundstuckgesellschaft Dr. Gerhard Mann GmbH		Germany
Pharmaplast Vertriebsgesellschaft mbH		Germany
Technolas Perfect Vision GmbH		Germany
PharmaSwiss Hellas S.A.		Greece
Bausch & Lomb (Hong Kong) Limited		Hong Kong
iNova Pharmaceuticals (Hong Kong) Limited		Hong Kong
Sino Concept Technology Limited		Hong Kong
Solta Medical International, Ltd		Hong Kong
Technolas Hong Kong Limited		Hong Kong
Valeant Pharma Hungary Commercial LLC		Hungary
Bausch & Lomb Eyecare (India) Private Limited		India
PT Armoxindo Farma		Indonesia
PT Bausch Lomb Indonesia		Indonesia
PT Bausch & Lomb (Distributing)		Indonesia
PT Bausch & Lomb Manufacturing		Indonesia
C&C Vision International Limited		Ireland
Valeant Holdings Ireland		Ireland
Valeant Pharmaceuticals Ireland		Ireland
PharmaSwiss Israel Ltd.		Israel
Bausch & Lomb IOM S.p.A.		Italy
Eyeonics Europe SRL		Italy
B.L.J. Company, Ltd.		Japan
Bausch & Lomb (Jersey) Limited		Jersey
TOO “NP Market Asia”		Kazakhstan
Bausch & Lomb Korea Co. Ltd.		Korea
Bescon Co. Ltd.		Korea
Bescon Korea Distribution Inc.		Korea
PharmaSwiss SA Sh.k.p.		Kosovo


Legal Name		Jurisdiction
PharmaSwiss Latvia		Latvia
Vasifol Austalt		Liechtenstein
UAB PharmaSwiss		Lithuania
Bausch & Lomb Luxembourg S.à r.l.		Luxembourg
Bausch & Lomb Luxembourg S.à r.l. & Cie		Luxembourg
Biovail International S.à r.l.		Luxembourg
Valeant Holdings Luxembourg S.à r.l.		Luxembourg
Valeant International Luxembourg S.à r.l.		Luxembourg
Valeant Pharmaceuticals Luxembourg S.à r.l.		Luxembourg
ICN Macedonia		Macedonia
PharmaSwiss dooel Skopje		Macedonia
Bausch & Lomb (Malaysia) Sdn Bhd		Malaysia
Aton Malta Limited		Malta
Bausch & Lomb Mexico, S.A. de C.V.		Mexico
Laboratorios Grossman, S.A.		Mexico
Laboratorios Fedal, S.A.		Mexico
Logistica Valeant, S.A. de C.V.		Mexico
Nysco de Mexico S.A. de C.V.		Mexico
Tecnofarma, S.A. de C.V.		Mexico
Valeant Farmaceutica S.A. de CV.		Mexico
Valeant Servicios y Administracion, S. de R.L. de C.V.		Mexico
ICN Montenegro		Montenegro
Bausch & Lomb B.V.		Netherlands
Bausch+Lomb OPS B.V.		Netherlands
Croma-Pharma Nederland BV		Netherlands
Mandopharm		Netherlands
Natur Produkt Europe BV		Netherlands
Solta Medical International, B.V.		Netherlands
Technolas Perfect Vision Cooperatief U.A.		Netherlands
Valeant Dutch Holdings B.V.		Netherlands
Valeant Europe BV		Netherlands
Bausch & Lomb (New Zealand) Limited		New Zealand
iNova Pharmaceuticals (New Zealand) Limited		New Zealand
Valeant Pharmaceuticals New Zealand Limited		New Zealand
Valeant Farmaceutica Panama S.A.		Panama
Valeant Peru		Peru
Bausch & Lomb (Philippines), Inc.		Philippines


Legal Name		Jurisdiction
Bausch & Lomb Polska Sp. z.o.o.		Poland
Cadogan spółka z ograniczoną odpowiedzialnością		Poland
Cochrane spółka z ograniczoną odpowiedzialnością		Poland
Croma Inter Sp.z.o.o.		Poland
Croma-Pharma Polska Sp. z o.o.		Poland
Croma Polska Sp. z o.o.		Poland
Emo-Farm spółka z ograniczoną odpowiedzialnością		Poland
ICN Polfa Rzeszow SA		Poland
IPOPEMA 73 Fundusz inwestycyjny Zamkniety Aktywow Niepublicznych (FIZAN)		Poland
Laboratorium Farmaceutyczne Homeofarm Sp. Z.o.o.		Poland
PharmaSwiss Poland Sp. z.o.o.		Poland
Przedsiebiorstwo Farmaceutyczne Jelfa SA		Poland
Valeant sp. z.o.o.		Poland
Valeant spółka z ograniczoną odpowiedzialnością		Poland
VP Valeant Sp. z o.o.		Poland
S.C. Croma Romania Srl		Romania
S.C. PharmaSwiss Medicines S.R.L.		Romania
JSC “Natur Produkt International”		Russia
Lensmaster, LLC		Russia
Limited Liability Company “Bausch & Lomb”		Russia
OOO “NP-Logistika”		Russia
OOO “NP-Nedvizhimost”		Russia
Valeant LLC		Russia
PharmaSwiss d.o.o. Serbia		Serbia
Bausch & Lomb (Singapore) Private Limited		Singapore
iNova Pharmaceuticals (Singapore) Pte Limited		Singapore
Solta Medical Singapore Private Limited		Singapore
Technolas Singapore Pte. Ltd.		Singapore
Valeant Development Co. Pte. Ltd.		Singapore
Wirra International Bidco Pte Limited		Singapore
Wirra International Holdings Pte Limited		Singapore
Sanitas Pharma		Slovakia
Valeant Slovakia s.r.o.		Slovakia
PharmaSwiss d.o.o., Ljubljana		Slovenia
Bausch & Lomb (South Africa) (Pty) Ltd		South Africa
iNova Pharmaceuticals (Pty) Limited		South Africa


Legal Name		Jurisdiction
Soflens (Pty) Ltd		South Africa
Bausch & Lomb S.A.		Spain
Croma Pharma SL		Spain
Bausch & Lomb Nordic AB		Sweden
Croma-Pharma Nordic AB		Sweden
Valeant Sweden AB		Sweden
Bausch & Lomb Fribourg s.a.r.l.		Switzerland
Bausch & Lomb Swiss AG		Switzerland
Biovail S.A.		Switzerland
fx Life Sciences AG		Switzerland
PharmaSwiss SA		Switzerland
Bausch & Lomb Taiwan Limited		Taiwan
Bausch & Lomb (Thailand) Limited		Thailand
iNova Pharmaceuticals (Thailand) Ltd		Thailand
Bausch & Lomb Saglik ve Optic Urunleri Tic. A.S.		Turkey
Valeant Pharmaceuticals LLC		Ukraine
Medpharma Pharmaceutical & Chemical Industries LLC		UAE
Bausch & Lomb Scotland Limited		England and Wales
Bausch & Lomb UK Holdings Limited		England and Wales
Bausch & Lomb U.K. Limited		England and Wales
Chauvin Pharmaceuticals Limited		England and Wales
Solta Medical UK Limited		England and Wales
CLRS Technology Corporation		California (US)
Dr. LeWinn’s Private Formula International, Inc.		California (US)
ICN Biomedicals California, Inc.		California (US)
ICN Foundation, Inc.		California (US)
ICN Realty (CA), Inc.		California (US)
Iolab Corporation		California (US)
OnPharma Inc.		California (US)
Private Formula Corp.		California (US)
Rapid Diagnostics, Inc.		California (US)
Reliant Medical Lasers Inc.		California (US)
Sound Surgical Technologies LLC		Colorado (US)
Aesthera Corporation		Delaware (US)
AGMS Inc.		Delaware (US)
Amarin Pharmaceuticals Inc.		Delaware (US)
Aton Pharma, Inc.		Delaware (US)


Legal Name		Jurisdiction
Audrey Enterprise, LLC		Delaware (US)
B&L Financial Holdings Corp.		Delaware (US)
Bausch & Lomb China, Inc.		Delaware (US)
Bausch & Lomb Holdings Incorporated		Delaware (US)
Bausch & Lomb Pharma Holdings Corp.		Delaware (US)
Bausch & Lomb South Asia, Inc.		Delaware (US)
Bausch & Lomb Technology Corporation		Delaware (US)
Biovail Americas Corp.		Delaware (US)
Biovail NTI Inc.		Delaware (US)
COLD-FX Pharmaceuticals (USA) Inc.		Delaware (US)
Coria Laboratories, Ltd.		Delaware (US)
Dow Pharmaceutical Sciences, Inc.		Delaware (US)
Drone Acquisition Sub Inc.		Delaware (US)
ECR Pharmaceuticals Co., Inc.		Delaware (US)
Emma Z LP		Delaware (US)
Erin S LP		Delaware (US)
eyeonics, inc.		Delaware (US)
Eyetech Inc.		Delaware (US)
Fuisz Technologies Properties Inc.		Delaware (US)
Hardlens Co. Inc.		Delaware (US)
Hawkeye Spectrum Corp.		Delaware (US)
ICN Delaware, LLC		Delaware (US)
ICN Southeast, Inc.		Delaware (US)
ISTA Pharmaceuticals, LLC		Delaware (US)
Katie Z LP		Delaware (US)
Kika LP		Delaware (US)
Liposonix, Inc.		Delaware (US)
Medicis Body Aesthetics, Inc.		Delaware (US)
Medicis Pharmaceutical Corporation		Delaware (US)
Nicox, Inc.		Delaware (US)
Obagi Medical Products, Inc.		Delaware (US)
Oceanside Pharmaceuticals, Inc.		Delaware (US)
OMP, Inc.		Delaware (US)
Onset Dermatologics LLC		Delaware (US)
OPO, Inc.		Delaware (US)
OraPharma TopCo Holdings, Inc.		Delaware (US)
OraPharma, Inc.		Delaware (US)


Legal Name		Jurisdiction
OrphaMed Inc.		Delaware (US)
Precision Dermatology, Inc.		Delaware (US)
Precision MD LLC		Delaware (US)
Prestwick Pharmaceuticals, Inc.		Delaware (US)
Princeton Pharma Holdings, LLC		Delaware (US)
ProSkin LLC		Delaware (US)
Reliant Technologies LLC		Delaware (US)
RHC Holdings, Inc.		Delaware (US)
RTI Acquisition Corporation, Inc.		Delaware (US)
Sight Savers, Inc.		Delaware (US)
Solta Medical, Inc.		Delaware (US)
Solta Medical International, Inc.		Delaware (US)
Stephanie LP		Delaware (US)
Sun Merger Sub, Inc.		Delaware (US)
Technolas Perfect Vision, Inc.		Delaware (US)
Tinea Pharmaceuticals, Inc.		Delaware (US)
Tori LP		Delaware (US)
TP Cream Sub, LLC		Delaware (US)
TP Lotion Sub, LLC		Delaware (US)
Valeant Biomedicals, Inc.		Delaware (US)
Valeant Pharmaceuticals International		Delaware (US)
Valeant Pharmaceuticals North America LLC		Delaware (US)
VAX Holdings, Inc.		Delaware (US)
VRX Holdco Inc.		Delaware (US)
VRX Holdco2 Inc.		Delaware (US)
Croma Pharmaceuticals Inc.		Florida (US)
Flow Laboratories, Inc.		Maryland (US)
Ucyclyd Pharma, Inc.		Maryland (US)
Azeo Processing, Inc.		New Jersey (US)
Faraday Laboratories, Inc.		New Jersey (US)
Faraday Urban Renwal corp.		New Jersey (US)
Bausch & Lomb Incorporated		New York (US)
Bausch & Lomb International Inc.		New York (US)
Bausch & Lomb Realty Corporation		New York (US)
Pedinol Pharmacal, Inc.		New York (US)
Renaud Skin Care Laboratories, Inc.		New York (US)
U.S. Nuclear Corporation		Ohio (US)
Image Acquisition Corp.		Texas (US)
Euvipharm Pharmaceuticals Joint Stock Company		Vietnam

SCHEDULE IV

[Form of Purchaser’s Letter]

Annex I(a)

[Form of Sullivan & Cromwell LLP opinion]

[To be attached]

Annex I(b)

Form of Opinion of Osler, Hoskin & Harcourt LLP

A.	Opinions

On the basis of the foregoing and subject to the qualifications hereinafter expressed, we are of the opinion that:

1.	The Company is a corporation continued and existing under the British Columbia Business Corporations Act. There are no restrictions on the corporate power and capacity of the Company to own and lease property and assets and to carry on business.

2.	The Company is qualified or registered to carry on business as an extra-provincial corporation in the provinces of British Columbia, Ontario and Québec (the “Jurisdictions”).

The Company is not a party to, bound or affected by or subject to any charter or by-law provision which is violated, contravened or breached by the execution and delivery by it of the Underwriting Agreement or the performance by it of any of the terms thereof. The Company is not bound or affected by or subject to any statutory laws and regulations of the Jurisdictions (but not including any statutory laws or regulations of any political subdivision of the Provinces of British Columbia, Ontario and Québec) and the federal laws of Canada applicable in the Jurisdictions, which in our experience are normally applicable to the transactions of the type contemplated by the Underwriting Agreement (“Applicable Laws”), which is violated, contravened or breached by the execution and delivery by it of the Underwriting Agreement or the performance by it of any of the terms thereof.

There are no restrictions on the corporate power and capacity of the Company to enter into the Underwriting Agreement or to carry out its obligations under the Underwriting Agreement. The execution and delivery of, and the performance of its obligations under, the Underwriting Agreement and the issuance and sale of the Shares and have been duly authorized by all necessary corporate action on the part of the Company. The Underwriting Agreement has been duly executed and delivered by the Company.

5.	The authorized capital of the Company consists of an unlimited number of Common Shares.

6.	The Shares have been duly authorized and, upon the Company receiving the purchase price therefore in accordance with the terms and conditions of the Underwriting Agreement, will be validly issued and fully-paid and non-assessable.

7.	The offering, issue, sale and delivery of the Shares by the Company to purchasers of Shares outside of Canada in accordance with the Prospectus is exempt from the prospectus requirements of the Securities Act (Ontario), the Securities Act (Québec) and the Securities Act (British Columbia) and

no prospectus is required nor are any other documents required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under those securities laws to permit the offering, issue, sale and delivery of the Shares by the Company to purchasers outside of Canada, other than those that have been made or obtained and except that the Company is required to file a report with the Autorité des marchés financiers (the “AMF”) on Form 45-106F1, prepared and executed in accordance with National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”) within 10 days from the date of the distribution of the Shares, accompanied by any applicable prescribed fees.

No consent, authorization, approval, license or order of, or filing, registration or qualification by the Company with, any court or governmental or regulatory agency or body in the Provinces of British Columbia, Ontario or Québec under Applicable Laws is necessary or required in connection with the execution and delivery by the Company of, and performance by the Company of its obligations under, the Underwriting Agreement, other than those that have been made or obtained and except that the Company is required to file a report with the AMF on Form 45-106F1, prepared and executed in accordance with NI 45-106 within 10 days from the date of the distribution of the Shares, accompanied by any applicable prescribed fees.

Subject to the qualifications, assumptions, limitations and understandings set out therein, the statements as to matters of the federal Laws of Canada set out in the Prospectus Supplement under the heading “Certain Canadian Federal Income Tax Considerations” fairly describe the principal Canadian federal income tax considerations as at the date thereof generally applicable under the Income Tax Act (Canada) (the “Tax Act”) to a purchaser who acquires as beneficial owner Shares pursuant to the Prospectus.

10.

Subject to the qualifications, assumptions, limitations and understandings set out in the Prospectus Supplement under the heading “Certain Canadian Federal Income Tax Considerations - Eligibility for Investment”, the Shares will be qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans, deferred profit sharing plans, registered disability savings plans and tax-free savings accounts.

11.	CIBC Mellon Trust Company has been duly appointed as the transfer agent and registrar for the Common Shares.

12.	The TSX has conditionally approved the listing and posting for trading of the Shares, subject to satisfaction by the Company of the conditions set out in the conditional approval letter of the TSX.

13.

The submission by the Company to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York (a “New York Court”) in Section 19 of the Underwriting Agreement would be recognized and given effect by a court of competent jurisdiction in the Province of Québec (a “Québec Court”) as a valid submission to the New York Court, provided that the provisions of the Underwriting Agreement dealing with service of process on the Company are duly complied with.

14.

In any proceeding in a Québec Court for the enforcement of the Underwriting Agreement, the Québec Court would recognize the choice of the law of the State of New York ( “New York Law”) as the proper law governing the Underwriting Agreement as chosen by the parties therein and apply such law to issues which under conflict of law rules of the Province of Québec are to be dealt with in accordance with the governing law of the Underwriting Agreement, provided that: (a) such choice of law is bona fide (in the sense that it was not made with a view to avoiding the consequences of the laws of any other jurisdiction); and (b) in any such proceeding, and notwithstanding the parties’ choice of New York Law: (i) the Québec Court will not take judicial notice of New York Law unless it has been pleaded and, if required by the Québec Court, proof of such New York Law has been made by, among other means, expert testimony or the production of a certificate drawn up by a jurisconsult (Article 2809 C.C.Q.); (ii) the Québec Court will not apply the provisions of New York Law if their application would be manifestly inconsistent with public order as understood in international relations (Article 3081 C.C.Q.); (iii) if the Underwriting Agreement contains no foreign element, it will be subject to the mandatory provisions of the law of the jurisdiction which would apply if none were designated (Article 3111 para. 2 C.C.Q.); (iv) evidence will be governed by the law applicable to the merits of the dispute, subject to any rules of the Québec Court which are more favourable to the establishment of evidence (Article 3130 C.C.Q.); (v) matters of procedure will be governed by the laws of the Province of Québec (Article 3132 C.C.Q.); (vi) the Québec Court will apply provisions of the laws of the Province of Québec and the federal laws of Canada applicable therein that have overriding effect (Article 3076 C.C.Q.); and (vii) the Québec Court will not directly or indirectly enforce the obligations resulting from the taxation laws of foreign jurisdictions unless in such foreign jurisdictions the obligations resulting from the taxation laws of the Province of Québec are recognized and enforced.

15.

Upon a motion brought before it, a Québec Court would recognize and declare enforceable a final and enforceable civil judgment in personam, not subject to ordinary remedy, for a sum certain of any federal or state court of competent jurisdiction in the State of New York (a “New York Court”) against any of the parties to the Underwriting Agreement in connection with an action arising out of the Underwriting Agreement, without reconsideration of the merits, if: (a) the New York Court rendering such judgment had jurisdiction, as recognized by the Québec Court (Article 3155(1) C.C.Q.); (b) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure (Article 3155(3) C.C.Q.); (c) a dispute between the same parties, based on the same facts and having the same object, has not given rise to a decision rendered in the Province of Québec, whether it has acquired the authority of a final judgment (res judicata) or not, or is not pending before a Québec authority, in first instance, or has been decided in another jurisdiction and the decision does not meet the necessary conditions for recognition in the Province of Québec (Article 3155(4) C.C.Q.); (d) the outcome of such foreign judgment is not manifestly inconsistent with public order as understood in international relations (Article 3155(5) C.C.Q.) or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in these statutes; (e) such judgment does not directly or indirectly enforce obligations arising from taxation laws of foreign jurisdictions unless in such foreign jurisdictions the obligations resulting from the taxation laws of the Province of Québec are recognized and enforced, or arising from other laws of a public nature,

such as expropriatory or penal laws (Article 3155(6) and 3162 C.C.Q.); and (f) the motion to enforce such judgment is commenced in the Province of Québec within applicable limitation periods in the Province of Québec.

Exhibit A

[Form of Lock Up Agreement]

Valeant Pharmaceuticals International, Inc.

Lock-Up Agreement

March , 2015

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Re:

Valeant Pharmaceuticals International, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representative of the several underwriters listed on Schedule I to the Underwriting Agreement (the “Underwriters”), propose to enter into an underwriting agreement (the “Underwriting Agreement”), with Valeant Pharmaceuticals International, Inc., a corporation continued under the federal laws of Canada (the “Company”), providing for a public offering of the common stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 60 days after the date of the final Prospectus covering the public offering of the Shares, the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act, relating to any shares of the common stock of the Company or any securities of the Company that are substantially similar to the common stock of the Company, including but not limited to, any options or warrants to purchase any shares of common stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of the Company or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing of such Shares, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Undersigned’s Shares.

The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by

someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) with the prior written consent of Deutsche Bank Securities Inc. on behalf of the Underwriters, (iv) pursuant to a contract, instruction or plan intended to meet the requirements of Rule 10b5-1(c)(1) under the Exchange Act, provided that such contract, instruction or plan was entered into prior to the date hereof or (v) upon the exercise of options to purchase Common Shares or the vesting, delivery or settlement of restricted shares, restricted stock units or other awards to provide for any withholding taxes on the exercise, vesting, delivery or settlement thereof or to pay the exercise price thereof, in each case pursuant to employee benefit plans and related plans as in effect on the date hereof (vi) in connection with the sale or issuance of, or entry into an agreement to sell or issue shares of common stock of the Company as consideration for, or to raise funds to use as consideration for, the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of Undersigned’s Shares that the undersigned may sell or issue or agree to sell or issue pursuant to this clause (vi) shall not exceed 15% of the total number of shares of common stock of the Company issued and outstanding immediately following the completion of the transactions contemplated by the Underwriting Agreement. For purposes of this Lock-Up Agreement (this “Agreement”), “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clause (i), (ii), (iii), (iv), (v) or (vi) above, for the duration of this Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

It is understood that, if (i) the Company notifies the Underwriters in writing, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the offering of the Shares, (ii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or (iii) the Underwriting Agreement has not been executed by March 31, 2015, this Agreement shall be terminated and the undersigned shall be released from all obligations under this Agreement.

The undersigned understands that the Company and the Underwriters are relying upon this Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,

[Exact Name of Shareholder]

Authorized Signature

Title

Exhibit 99.1

LOGO

International Headquarters

2150 St. Elzéar Blvd. West

Laval, Quebec H7L 4A8

Phone: 514.744.6792

Fax: 514.744.6272

Contact Information:

Laurie W. Little

Valeant Pharmaceuticals International, Inc.

949-461-6002

laurie.little@valeant.com

Media:

Renee E. Soto/Meghan Gavigan

Sard Verbinnen & Co.

212-687-8080

rsoto@sardverb.com / mgavigan@sardverb.com

VALEANT PHARMACEUTICALS PRICES OFFERING OF

$1.45 BILLION OF COMMON SHARES

LAVAL, Quebec, March 17, 2015 — Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) has priced its previously announced registered offering of common shares in the United States (the “Offering”). Pursuant to the Offering, the Company will issue 7,286,432 common shares at a price of $199.00 per share, for aggregate gross proceeds of approximately $1.45 billion. The Company will file with the U.S. Securities and Exchange Commission a final prospectus supplement to its effective shelf registration statement on Form S-3 in connection with the Offering. Closing of the Offering is expected to occur on or about March 27, 2015.

The Company has also granted to the underwriter of the Offering an option, exercisable for a period of 30 days following the date of the final prospectus supplement, to purchase additional common shares equal to up to 15% of the common shares initially sold.

The Company expects to use the net proceeds of the Offering, together with borrowings under the Company’s incremental term loan facilities, the proceeds of an offering of the Company’s senior notes and cash on hand, to fund the purchase price of the previously announced acquisition of Salix Pharmaceuticals, Ltd. (“Salix”), as well as repayments of indebtedness of Salix and certain transaction expenses. The Company intends to use any remaining proceeds for general corporate purposes, including acquisitions and debt repayments.

Deutsche Bank Securities is acting as sole book-running manager for the Offering and HSBC, MUFG, DNB Markets, Barclays, Morgan Stanley, RBC Capital Markets and SunTrust Robinson Humphrey are acting as co-managers for the Offering.

A copy of the final prospectus supplement and accompanying prospectus relating to the Offering in the United States (the “Prospectus”) will be available on EDGAR at www.sec.gov. Alternatively, a

LOGO

copy of the Prospectus, when available, may be obtained from Deutsche Bank Securities Inc., Attention: Prospectus Group at 60 Wall Street, New York, NY 10005-2836, telephone: 1-800-503-4611, email: prospectus.CPDG@db.com. The common shares have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and the common shares may not be offered or sold to any purchaser located or resident in any province or territory of Canada.

This press release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Offering is subject to customary stock exchange approvals.

About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, eye health, neurology, and branded generics. More information about Valeant Pharmaceuticals International, Inc. can be found at www.valeant.com.

Caution Regarding Forward-Looking Information and “Safe Harbor” Statement

This press release may contain forward-looking statements, including, but not limited to, our financing plans and the use of proceeds of the proposed Offering, the consummation of the proposed acquisition of Salix, and the repayment and redemption of indebtedness of Salix. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in our most recent annual and quarterly reports and detailed from time to time in our other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, except as required by law.

###

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