exv4w4







Exhibit 4.4




AMENDMENT NO. 3 TO RIGHTS AGREEMENT



This AMENDMENT NO. 3 to the Rights Agreement (this “Amendment”), is entered into by and between
Valeant Pharmaceuticals International, a Delaware corporation (the “Corporation”), and American
Stock Transfer & Trust Company, as Right Agent (the “Rights Agent”), dated as of May 15, 2009.




     WHEREAS, the Corporation and the Rights Agent are parties to that certain Rights Agreement
dated as of November 2, 1994, as amended by Amendment No. 1 to the Rights Agreement dated as of
October 5, 2004 (“Amendment No.1”) and Amendment No. 2 to the Rights Agreement dated as of June 5,
2008 (“Amendment No. 2,” and as so amended by Amendments No. 1 and No. 2 the “Rights Agreement”)



     WHEREAS, the Rights Agreement contains terms defining an Acquiring Person;



     WHEREAS, the Board of Directors of the Corporation has determined that it is in the best
interest of the Corporation and it stockholders to amend the Rights Agreement to change such terms
as set forth herein and the Rights Agent has agreed to such amendment;



     WHEREAS, the Board of Directors of the Corporation has authorized and adopted this Amendment
at a meeting of directors duly called and held;



     WHEREAS, pursuant to Section 26 of the Rights Agreement, the Rights Agreement may be amended
as set forth herein without the approval of any holders of certificates representing shares of
Common Stock and the Rights Agent shall execute such an amendment upon receipt of a certificate
from an appropriate officer of the Corporation that states that such amendment is in compliance
with Section 26;



     WHEREAS, unless otherwise defined in this Amendment, capitalized terms used herein shall have
the meanings given to them in the Rights Agreement.



     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment, the parties hereby agree as follows:


1. The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby amended
and restated in its entirety as below:





“Acquiring Person” shall mean any person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 15% or more (or if such Person
is an Institutional Investor, 30% or more) of the then outstanding shares of Common Stock
(other than as the result of a Permitted Offer (as hereinafter defined) or was such a
Beneficial Owner at any time after the date hereof, whether or not such Person continues to
be a Beneficial Owner of 15% or more (or if such Person is an



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Institutional Investor, 30% or
more) of the then outstanding shares of Common Stock. Notwithstanding the foregoing, (A)
the term “Acquiring Person” shall not include (i) the Corporation, (ii) any Subsidiary of
the Corporation, (iii) any employee benefit plan of the Corporation or of any Subsidiary of
the Corporation, (iv) any Person or entity organized, appointed or established by the
Corporation for or pursuant to the terms of such plan, or (v) any Person who or which,
together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of
15% or more (or if such Person is an Institutional Investor, 30% or more) of the then
outstanding shares of Common Stock as a result of the acquisition of shares of Common Stock
directly from the Corporation and (B) no Person shall be deemed an “Acquiring Person” either
(x) as a result of the acquisition of shares of Common Stock by the Corporation which, by
reducing the number of shares of Common Stock outstanding, increasing the proportional
number of shares beneficially owned by such Person; except that if (i) a Person would become
an “Acquiring Person” (but for the operation of this subclause (x)) as a result of the
acquisition of shares of Common Stock by the Corporation and (ii) after such share
acquisition by the Corporation, such Person becomes Beneficial Owner of any additional
shares of Common Stock, then such Person shall be deemed an Acquiring Person or (y) if (i)
within 5 days after
such Person would otherwise have become an Acquiring Person (but for the operation of this
subclause (y)), such Person notifies the Board of Directors that such Person did so
inadvertently and (ii) within 2 days after such notification, such Person is the Beneficial
Owner of less than 15% (or if such Person is an Institutional
Investor, less than 30%) of the
then outstanding shares of Common Stock.


2. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as previously amended by Amendments No. 1 and No. 2 and as amended hereby.



3. Except as modified by this Amendment, the Rights Agreement, as previously amended by Amendments
No. 1 and No. 2, shall remain in full force and effect without any modification. This Amendment
shall be deemed an amendment to the Rights Agreement and shall become effective when executed and
delivered by the Corporation and the Rights Agent.



4. Except as and to the extent expressly modified by this Amendment, the Rights Agreement, as
previously amended by Amendments No. 1 and No. 2, and the exhibits thereto, shall remain in full
force and effect in all respects. In the event of a conflict or inconsistency between this
Amendment and the Rights Agreement, as previously amended by Amendments No. 1 and No. 2, and the
exhibits thereto, the provisions of this Amendment shall govern.



5. This Amendment may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one agreement.



6. The Corporation certifies to the Rights Agent that this Amendment is in compliance with the
terms of Section 26 of the Rights Agreement, and that the Rights Agent is entitled to rely upon
such certification.




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day
and year first above written.




	 	 	 	 	 
	  VALEANT PHARMACEUTICALS

INTERNATIONAL	 	 
	 
	 	 	 	 
	  By:
	 	/s/ Steve T. Min	 	 
	 

	 	 

Name: Steve T. Min
	 	 
	 

	 	Title: Executive Vice President & General Counsel	 	 
	 
	 	 	 	 
	  AMERICAN STOCK TRANSFER &

TRUST COMPANY	 	 
	 
	 	 	 	 
	  By:
	 	/s/ Herbert J. Lemmer	 	 
	 

	 	 

	 	 
	 

	 	Name: Herbert J. Lemmer	 	 
	 

	 	Title: Vice President	 	 







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