EX-10.7





 Exhibit 10.7 

REDACTED 
 Certain
identified information, indicated by [*****], has been excluded from the 
 exhibit because it is both (i) not material and (ii) would
likely cause competitive harm if publicly disclosed. 
 INTELLECTUAL PROPERTY MATTERS AGREEMENT 

BY AND BETWEEN 
 BAUSCH HEALTH
COMPANIES INC. 
 AND 
 BAUSCH +
LOMB CORPORATION 
  
  

Dated as of March 30, 2022 
  












 TABLE OF CONTENTS 

 

							
		 		  	 	Page	 
	ARTICLE I	  

	
	DEFINITIONS	  

			
	 Section 1.1
	 	Certain Definitions	  	 	4	 
	 Section 1.2
	 	Other Definitions	  	 	5	 
	
	ARTICLE II	  

	
	INTELLECTUAL PROPERTY LICENSES	  

			
	 Section 2.1
	 	License to SpinCo Licensees of Parent Licensed Patents	  	 	6	 
	 Section 2.2
	 	License to Parent Licensees of SpinCo Licensed Patents	  	 	6	 
	 Section 2.3
	 	License to SpinCo Licensees of Parent Licensed Other IP	  	 	6	 
	 Section 2.4
	 	License to Parent Licensees of SpinCo Licensed Other IP	  	 	6	 
	 Section 2.5
	 	Rights of Subsidiaries	  	 	6	 
	 Section 2.6
	 	Sublicensing	  	 	7	 
	 Section 2.7
	 	No Other Rights; Retained Ownership	  	 	7	 
	 Section 2.8
	 	Reservation of Rights	  	 	8	 
	
	ARTICLE III	  

	
	TRANSITIONAL TRADEMARK LICENSES	  

			
	 Section 3.1
	 	License to Parent Licensees	  	 	8	 
	 Section 3.2
	 	Rights of Subsidiaries	  	 	8	 
	 Section 3.3
	 	No Sublicensing	  	 	8	 
	 Section 3.4
	 	Quality Control	  	 	9	 
	 Section 3.5
	 	Goodwill	  	 	10	 
	
	ARTICLE IV	  

	
	TRANSITIONAL DOMAIN NAME USE	  

			
	 Section 4.1
	 	Domain Name Transition and Domain Name Redirect	  	 	10	 
	
	ARTICLE V	  

	
	ADDITIONAL TERMS	  

			
	 Section 5.1
	 	Bankruptcy Rights	  	 	10	 
	 Section 5.2
	 	Confidentiality	  	 	10	 














							
	
	 ARTICLE VI
	  

	
	 NO REPRESENTATIONS OR WARRANTIES
	  

			
	 Section 6.1
	 	NO REPRESENTATIONS OR WARRANTIES	  	 	11	 
	 Section 6.2
	 	General Disclaimer	  	 	11	 
	 Section 6.3
	 	LIMITATION OF LIABILITY	  	 	12	 
	
	 ARTICLE VII
	  

	
	 TERM
	  

			
	 Section 7.1
	 	Term and Termination	  	 	12	 
	 Section 7.2
	 	Post-Term Matters	  	 	12	 
	 Section 7.3
	 	Survival	  	 	13	 
	
	 ARTICLE VIII
	  

	
	 GENERAL PROVISIONS
	  

			
	 Section 8.1
	 	Licensee Indemnity	  	 	13	 
	 Section 8.2
	 	No Obligation	  	 	13	 
	 Section 8.3
	 	Successors and Assigns	  	 	13	 
	 Section 8.4
	 	Limitations on Change of Control	  	 	14	 
	 Section 8.5
	 	Specific Performance	  	 	14	 
	 Section 8.6
	 	Expenses	  	 	14	 
	 Section 8.7
	 	Notices	  	 	15	 
	 Section 8.8
	 	Severability	  	 	16	 
	 Section 8.9
	 	Entire Agreement	  	 	16	 
	 Section 8.10
	 	No Third-Party Beneficiaries	  	 	16	 
	 Section 8.11
	 	Governing Law; Jurisdiction and Forum; Waiver of Jury Trial	  	 	16	 
	 Section 8.12
	 	Amendment and Waivers	  	 	17	 
	 Section 8.13
	 	Rules of Construction	  	 	18	 
	 Section 8.14
	 	Counterparts	  	 	18	 
	 Section 8.15
	 	Mutual Drafting	  	 	18	 
	 Section 8.16
	 	Ancillary Agreements	  	 	18	 
	 Section 8.17
	 	Relationship of the Parties	  	 	18	 

  

			
	Exhibit A	  	Trademark Usage Guidelines
		
	Schedule I	  	BHC Licensed Marks

  

  
 2 













 INTELLECTUAL PROPERTY MATTERS AGREEMENT 

This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is made by and between Bausch
Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent
and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have
the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation
Agreement”). 
 R E C I T A L S 

WHEREAS, SpinCo is presently a wholly owned subsidiary of Parent; 

WHEREAS, pursuant to the Separation Agreement, Parent will offer and sell to the public Initial Common Shares in an initial public offering
(the “IPO”), immediately following which offering and sale Parent will own 80.1% or more of the outstanding Initial Common Shares; 

WHEREAS, Parent currently intends to, after the IPO, effect the Distribution; 

WHEREAS, in order to facilitate and provide for an orderly transition under the Separation Agreement, Parent and its Subsidiaries (in such
capacity, the “Parent Licensors”) wish to grant to SpinCo and its Subsidiaries (in such capacity, the “SpinCo Licensees”) licenses to certain Parent Licensed Patents and Parent Licensed Other IP (as defined below),
and SpinCo and its Subsidiaries (in such capacity, the “SpinCo Licensors”) wish to grant to Parent and its Subsidiaries (in such capacity, the “Parent Licensees”), licenses to certain SpinCo Licensed Patents and
SpinCo Licensed Other IP (as defined below), in each case, as and to the extent set forth herein; 
 WHEREAS, SpinCo Licensors wish to grant
to Parent Licensees transitional licenses to certain BHC Licensed Marks (as defined below); 
 WHEREAS, Parent will continue to own the BHC
Domains (as defined below) for a transitional period and, upon the expiration of the transitional period, Parent will transfer the BHC Domains to SpinCo; and 

WHEREAS, the Separation Agreement requires execution and delivery of this Agreement by Parent and SpinCo at or prior to the Separation Time.

 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, Parent and SpinCo, intending to
be legally bound, hereby agree as follows: 

  
 3 













 ARTICLE I 

DEFINITIONS 

Section 1.1 Certain Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below:

 (a) “BHC Domains” shall mean bauschhealth.com. 

(b) “BHC Licensed Marks” shall mean the Trademarks listed on Schedule I. 

(c) “Change of Control” shall mean, with respect to a Party, the occurrence after the Separation Date of any of the following:
(a) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than fifty percent (50%)
of the total voting power of such Party; (b) a merger, consolidation, recapitalization or reorganization of such Party, unless securities representing more than fifty percent (50%) of the total voting power of the legal successor to such Party
as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned such Party’s outstanding voting securities immediately
prior to such transaction; or (c) the sale of all or substantially all of the consolidated assets of such Party’s Group. For the avoidance of doubt, no transaction contemplated by the Separation Agreement shall be considered a Change of
Control. 
 (d) “Domain Name Transition Period” shall commence on the Separation Time and terminate, with respect to each of
the BHC Domains, upon the termination of the license to the corresponding Marks included in the BHC Domains under Section 3.1. 

(e) “Licensee(s)” shall mean the Parent Licensees or the SpinCo Licensees, as applicable, in their capacities as the licensees
or grantees of the rights or licenses granted to them by the SpinCo Licensors or the Parent Licensors, as applicable, pursuant to Article II and Article III. 

(f) “Licensor(s)” shall mean the Parent Licensors or the SpinCo Licensors, as applicable, in their capacities as the licensors
or grantors of any rights or licenses granted by them to the SpinCo Licensees or the Parent Licensees, as applicable, pursuant to Article II and Article III. 

(g) “Majority Voting Power” shall mean a majority of the voting power in the election of directors of all outstanding voting
securities of the Person in question. 
 (h) “Parent Licensed Other IP” shall mean the Parent Intellectual Property Rights
(other than Patents, Marks and Internet Properties) that are embodied in or by any of the SpinCo Technology. 
 (i) “Parent Licensed
Patents” means the Patents owned by Parent or members of its Group as of the Separation Time that, absent a license thereto of the scope granted under this Agreement, would be infringed by the operation of the SpinCo Business immediately
following the Separation Time in the same manner as such SpinCo Business was operated immediately preceding the Separation Time. For the purposes of the foregoing determination, a Patent issued after the Separation Time on a Patent application owned
by Parent or members of its Group as of the Separation Time, shall be deemed to have been issued immediately prior to the Separation Time. 

  
 4 













 (j) “Parent Product” shall mean products and services manufactured, sold,
provided or distributed, as the case may be, by Parent or members of its Group. 
 (k) “Parent Technology” shall mean any
and all Technology, including any know-how or knowledge of any employees of the Parent Business, used in or held for use in the operation of the Parent Business. 

(l) “SpinCo Licensed Other IP” shall mean the SpinCo Intellectual Property Rights (other than Patents, Marks or Domain Names)
that is embodied in or by any Retained Technology. 
 (m) “SpinCo Licensed Patents” means the Patents owned by SpinCo or
members of its Group as of the Separation Time that, absent a license thereto of the scope granted under this Agreement, would be infringed by the operation of the Parent Business immediately following the Separation Time in the same manner as such
Parent Business was operated immediately preceding the Separation Time. For the purposes of the foregoing determination, a Patent issued after the Separation Time on a Patent application owned by SpinCo or members of its Group as of the Separation
Time, shall be deemed to have been issued immediately prior to the Separation Time. 
 Section 1.2 Other Definitions. The
following capitalized terms used in this Agreement shall have the meanings set forth in the Sections set forth below. 
  

			
	 Term
	  	 Section

	 Acquired Business
	  	Section 8.3
	 Acquired Party
	  	Section 8.3
	 Acquiring Party
	  	Section 8.3
	 Agreement
	  	Preamble
	 Bankruptcy Code
	  	Section 5.1
	 IPO
	  	Recitals
	 Parent
	  	Preamble
	 Parent Licensees
	  	Recitals
	 Parent Licensors
	  	Recitals
	 Parties
	  	Preamble
	 Party
	  	Preamble
	 Separation Agreement
	  	Preamble
	 SpinCo
	  	Preamble
	 SpinCo Licensees
	  	Recitals
	 SpinCo Licensors
	  	Recitals


  
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 ARTICLE II 

INTELLECTUAL PROPERTY LICENSES 

Section 2.1 License to SpinCo Licensees of Parent Licensed Patents. Subject to the terms and conditions of this Agreement, Parent
Licensors agree to grant, and hereby grant, to the SpinCo Licensees a non-exclusive, non-transferable (except as set forth in Section 8.3), non-sublicensable (except as set forth in Section 2.6), irrevocable (except as provided in Section 7.1), worldwide, fully paid, royalty-free license under the
Parent Licensed Patents to make, have made, import, use, offer to sell, sell and otherwise provide any SpinCo Product, including to practice any method, process or procedure claimed in any of the Parent Licensed Patents, in each case, solely with
respect to the operation of the SpinCo Business. 
 Section 2.2 License to Parent Licensees of SpinCo Licensed Patents. Subject
to the terms and conditions of this Agreement, SpinCo Licensors agree to grant, and hereby grant, to the Parent Licensees a non-exclusive, non-transferable (except as
set forth in Section 8.3), non-sublicensable (except as set forth in Section 2.6), irrevocable (except as provided in Section 7.1),
worldwide, fully paid, royalty-free, license under the SpinCo Licensed Patents to make, have made, import, use, offer to sell, sell and otherwise provide any Parent Product, including to practice any method, process or procedure claimed in any of
the Parent Licensed Patents, in each case, solely with respect to the operation of the Parent Business. 
 Section 2.3 License to
SpinCo Licensees of Parent Licensed Other IP. Subject to the terms and conditions of this Agreement, Parent Licensors agree to grant, and hereby grant, to the SpinCo Licensees a non-exclusive, non-transferable (except as set forth in Section 8.3), non-sublicensable (except as set forth in Section 2.6), perpetual,
irrevocable (except as provided in Section 7.1), worldwide, fully paid, royalty-free license under the Parent Licensed Other IP to use, reproduce, distribute, disclose, make, modify, improve, display and perform, create
derivative works of, or otherwise exploit any SpinCo Technology in any field. 
 Section 2.4 License to Parent Licensees of SpinCo
Licensed Other IP. Subject to the terms and conditions of this Agreement, SpinCo Licensors agree to grant, and hereby grant, to the Parent Licensees, and Parent Licensees hereby retain, a non-exclusive,
non-transferable (except as set forth in Section 8.3), non-sublicensable (except as set forth in Section 2.6), perpetual, irrevocable (except as provided in
Section 7.1), worldwide, fully paid, royalty-free license under the SpinCo Licensed Other IP to use, reproduce, distribute, disclose, make, modify, improve, display and perform, create derivative works of, or otherwise
exploit any Parent Technology in any field. 
 Section 2.5 Rights of Subsidiaries. 

(a) All rights and licenses granted in Section 2.1, Section 2.2,
Section 2.3 and Section 2.4 are granted to SpinCo and Parent as a Licensee, respectively, and to any entity that is a Subsidiary of the Licensee, but only for so long as such entity is a Subsidiary
of the Licensee, and, except as set forth in Section 2.5(b), will terminate with respect to such entity when it ceases to be a Subsidiary of the Licensee. 

  
 6 













 (b) Notwithstanding the foregoing, if such entity ceases to be a Subsidiary of a Licensee,
including by way of a divestiture, spin-off, split-off or similar transaction, the licenses granted in Section 2.1,
Section 2.2, Section 2.3 and Section 2.4, as applicable, shall continue to apply to such Subsidiary but only with respect to the line of business that it is engaged in at
the effective time of such cessation as a Subsidiary of a Licensee; provided that such entity or its successor provides the applicable Licensors hereunder with written notice of its change in status as a Subsidiary of a Licensee and agrees in
writing to be bound by the terms of this Agreement, including any license limitations. In the event that such Subsidiary is acquired by a third party, the licenses granted herein will not extend to any products, business or operations of such third
party that exist prior to the date of the consummation of such transaction. 
 Section 2.6 Sublicensing. Parent Licensees and
SpinCo Licensees may sublicense the licenses and rights granted to them in Section 2.3 and Section 2.4, respectively, to a third party solely in connection with the operation of such
Licensee’s business in the ordinary course, including in connection with the exploitation or licensing of its respective Technology, products and services; provided that (i) each Licensee shall, and shall cause its sublicensees to,
comply with Section 5.2; (ii) each Licensee shall not disclose such Trade Secrets or confidential information of the other Party to a third-party sublicensee, except pursuant to a written confidentiality agreement
substantially similar to agreements under which such Party would disclose its own Trade Secrets or confidential information of at least comparable importance and value; and (iii) each Licensee shall be responsible and liable hereunder for any
act or omission of a sublicensee as if such act or omission were taken by Licensee directly. 
 Section 2.7 No Other Rights;
Retained Ownership. 
 (a) Each Party acknowledges and agrees that its rights and licenses to the other Party’s Intellectual
Property Rights are solely as set forth in, and as may be limited by, this Agreement, the Separation Agreement and the other Ancillary Agreements. No Licensee shall exercise the respective Intellectual Property Rights licensed to such Licensee in
Section 2.1, Section 2.2, Section 2.3 and Section 2.4, respectively, outside the relevant licensed field. The Parent Licensors and the SpinCo
Licensors retain sole ownership of the Intellectual Property Rights licensed by them in Section 2.1, Section 2.2, Section 2.3 and Section 2.4,
respectively. 
 (b) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement grants to the Parent Licensees no
right or license to any Intellectual Property Rights that the SpinCo Licensors may own now or in the future, whether by implication, estoppel or otherwise. The SpinCo Licensors retain sole ownership of the Business Intellectual Property licensed by
the SpinCo Licensors under this Agreement. 
 (c) Notwithstanding anything to the contrary set forth in this Agreement, this Agreement grants
to the SpinCo Licensees no right or license to any Intellectual Property Rights that the Parent Licensors may own now or in the future, whether by implication, estoppel or otherwise. The Parent Licensors retain sole ownership of the Intellectual
Property Rights licensed by the Parent Licensors under this Agreement. 

  
 7 













 Section 2.8 Reservation of Rights. All rights not expressly granted by a Party
hereunder are reserved by such Party. The rights and licenses granted in this Article II are subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect to Intellectual Property
Rights previously granted to or otherwise obtained by any third party that are in effect as of the Separation Date. None of the licenses or rights granted to the SpinCo Licensees hereunder shall extend to any product, service, activity or conduct of
SpinCo or its Affiliates, engaged in or exploited, as the case may be, prior to the date hereof. 
 ARTICLE III 

TRANSITIONAL TRADEMARK LICENSES 

Section 3.1 License to Parent Licensees. 

(a) Subject to the terms and conditions of this Agreement, the SpinCo Licensors agree to grant, and hereby grant, to the Parent Licensees a non-exclusive, non-transferable (except as set forth in Section 8.3), non-sublicensable (except as set forth
in Section 3.3), fully paid, royalty-free license to use the BHC Licensed Marks in connection with the Parent Business for the three (3)-year period following the Distribution Date (the “Licensed Mark Term”); provided
that, as long as Parent Licensees use reasonable best efforts to minimize and eliminate use of the BHC Licensed Marks, the Parent Licensees shall have the right to extend the Licensed Mark Term for one (1) additional year upon written notice to
SpinCo Licensees solely to the extent necessary for Purchaser Licensees to cease and discontinue use of the BHC Licensed Marks. 
 (b)
Without limiting the generality of the foregoing, the Parent Licensees will use the BHC Licensed Marks hereunder only in such form and appearance as are described on Exhibit A and only in compliance with
Section 3.4. Notwithstanding anything to the contrary herein, the Parent Licensees and their Affiliates shall be permitted to use, and SpinCo agrees to permit the use of, the BHC Licensed Marks or any other Mark in a manner
that constitutes nominative fair use, including for the purposes of referring to the Transactions contemplated by this Agreement and the Separation Agreement or for describing the corporate history of Parent Licensees or their Affiliates;
provided that such use does not give rise to a likelihood of confusion as to the source or origin of any goods or services or imply any endorsement by, or ongoing association with, SpinCo or any of its Subsidiaries. 

Section 3.2 Rights of Subsidiaries. All rights and licenses granted in Section 3.1 are granted to
Parent and to any entity that is a Subsidiary of Parent, but only for so long as such entity is a Subsidiary of Parent, and will terminate with respect to such entity when it ceases to be a Subsidiary of Parent. 

Section 3.3 No Sublicensing. The licenses granted in Section 3.1 are personal to the Parent Licensees,
and, except as set forth herein the Parent Licensees shall not assign, transfer, sublicense or in any manner purport to convey all or any part of its rights or obligations in Section 3.1 without the prior written consent of
the SpinCo Licensors, which consent may not be unreasonably withheld by SpinCo Licensors. Any purported assignment, sublicense or other transfer of the Parent Licensees’ rights or obligations in violation of this
Section 3.3 shall be deemed a material breach of this Agreement and is void. 

  
 8 













 Section 3.4 Quality Control. 

(a) To comply with SpinCo Licensors’ quality control standards, Parent Licensees shall: (i) adhere to reasonable levels of quality
for the services identified by the BHC Licensed Marks that are at least as high as those standards maintained by Parent Licensees prior to the Separation Date and such other specific reasonable updates to the global standards for the level of
quality for the services that are communicated from time to time by SpinCo Licensors to Parent Licensees; (ii) comply with all applicable Laws and regulations in any country or other governmental jurisdiction; and (iii) use the BHC
Licensed Marks in accordance with sound trademark and trade name usage principles and adhere to the global usage and display guidelines that are applicable to the Parent Business as of the Separation Date, that will be provided attached as
Exhibit A and that may be amended from time to time thereafter. Parent Licensees shall appropriately use TM, ® or
any other proprietary rights designation provided by SpinCo Licensors in connection with each use or display of the BHC Licensed Marks. 

(b) Parent Licensees shall not use the BHC Licensed Marks in any manner that would reflect adversely on the reputation for quality symbolized
by the BHC Licensed Marks. Parent Licensees shall not engage in any conduct that would, or would be reasonably likely to, place the BHC Licensed Marks, other Bausch Marks or SpinCo Licensors in a negative light or context. Parent Licensees shall not
use the BHC Licensed Marks in a manner that would, or would be reasonably likely to, devalue, injure, demean, or dilute the reputation of the BHC Licensed Marks, other Bausch Marks, or SpinCo Licensors. Parent Licensees shall not use the BHC
Licensed Marks in any manner which would be reasonably likely to tarnish, disparage or reflect adversely on SpinCo Licensors, the BHC Licensed Marks or any other Bausch Marks. 

(c) Parent Licensees shall not make any material changes to the BHC Licensed Marks without the prior written consent of SpinCo Licensors, which
consent may be withheld in SpinCo Licensors’ sole discretion. 
 (d) Parent Licensees shall not use the BHC Licensed Marks in any manner
that is reasonably likely to cause consumer confusion that any Parent Licensee is affiliated or associated with SpinCo Licensors in any way other than as a licensee; and Parent Licensees shall take commercially reasonable precautions necessary to
avoid or prevent such confusion as to affiliation or association occurring. 
 (e) To confirm that Parent Licensees’ use of the BHC
Licensed Marks complies with this Section 3.4, Parent Licensees shall, upon reasonable request by SpinCo Licensors, submit to SpinCo Licensors representative samples of publicly disseminated materials bearing any of the BHC
Licensed Marks which are in the possession or control of Parent Licensees and, in the event that SpinCo Licensors find that use of the BHC Licensed Marks in such samples in any manner other than as expressly permitted herein, Parent Licensees shall,
upon notice from SpinCo Licensors, immediately take steps necessary to correct the identified deviations or misuse of the respective items; provided, however, that if SpinCo Licensors reasonably determine that the defect poses a threat
to public health or safety, or to the validity or value of any of the Bausch Marks or to the goodwill associated therewith, Parent Licensees shall, upon notice from SpinCo Licensors, immediately cease and direct others to cease all use of the non-conforming materials and all use of the BHC Licensed Marks in connection therewith. 

  
 9 













 Section 3.5 Goodwill. Any and all goodwill associated or that arises from Parent
Licensees’ use of the BHC Licensed Marks shall inure to the sole and exclusive benefit of SpinCo Licensors. If, at any time, by operation of law or otherwise, Parent Licensees acquire any interest in any of the BHC Licensed Marks, Parent
Licensees hereby assign, and agree to assign, such interest (along with associated goodwill) to SpinCo Licensors. 
 ARTICLE IV

 TRANSITIONAL DOMAIN NAME USE 

Section 4.1 Domain Name Transition and Domain Name Redirect. 

(a) As between Parent and SpinCo, Parent shall continue to own exclusively all right, title, and interest in and to the BHC Domains until the
expiration of the applicable Domain Name Transition Period. 
 (b) As soon as reasonably practicable after the expiration of the applicable
Domain Name Transition Period, (i) Parent shall transfer ownership and control of the BHC Domains to SpinCo, and (ii) Parent and SpinCo shall mutually agree to any additional arrangements that may be reasonably required to transition
Parent away from use of the BHC Domains (for example, creating a website landing page offering to direct customers to each Party’s respective websites). 

ARTICLE V 

ADDITIONAL TERMS 

Section 5.1 Bankruptcy Rights. All rights and licenses granted to a Party as Licensee hereunder, are, for purposes of
Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of intellectual property within the scope of Section 101 of the Bankruptcy Code. The Licensors acknowledge that the Licensees, as
licensees of Intellectual Property Rights and licenses hereunder, will retain and may fully exercise all of their rights and elections under the Bankruptcy Code. Each Party irrevocably waives all arguments and defenses arising under 11 U.S.C.
§ 365(c)(1) or successor provisions to the effect that applicable Law excuses such Party from accepting performance from or rendering performance to an entity other than the debtor or debtor-in-possession as a basis for opposing
assumption of this Agreement in a case under Chapter 11 of the Bankruptcy Code to the extent that such consent is required under 11 U.S.C. § 365(c)(1) or any successor provisions. 

Section 5.2 Confidentiality. Notwithstanding the transfer or disclosure of any Technology or grant or retention of any license to
a Trade Secret or other proprietary right in confidential information to or by a Party hereunder, each Party agrees on behalf of itself and its Subsidiaries that (a) it (and each of its Subsidiaries) shall treat the Trade Secrets and
confidential information of the other Party with at least the same degree of care as they treat their own similar Trade Secrets and confidential information, but in no event with less than reasonable care, and (b) neither Party (nor any of its
Subsidiaries) may use or disclose the Trade Secrets or confidential 

  
 10 













 
information, as applicable, licensed or disclosed to it by the other Party under this Agreement, except in accordance with its respective license granted in Article II.
Nothing herein will limit either Party’s ability to enforce its rights against any third party that misappropriates or attempts to misappropriate any Trade Secret or confidential information from it, regardless of whether it is an owner or
licensee of such Trade Secret or confidential information. 
 ARTICLE VI 

NO REPRESENTATIONS OR WARRANTIES 

Section 6.1 NO REPRESENTATIONS OR WARRANTIES. ALL LICENSES AND RIGHTS GRANTED HEREUNDER ARE GRANTED ON AN AS-IS BASIS
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE,
NON-INFRINGEMENT, NON-VIOLATION OR NON-MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY, ARE MADE OR GIVEN BY OR ON BEHALF OF A PARTY. ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR
OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN SECTION 6.2 BELOW, NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT OR EXPAND ANY OF THE RIGHTS OR REMEDIES OF ANY
PARTY UNDER THE SEPARATION AGREEMENT. 
 Section 6.2 General Disclaimer. Nothing contained in this Agreement shall be construed
as: 
 (a) a warranty or representation by either Party as to the validity, enforceability or scope of any Intellectual Property Rights; 

(b) except as expressly set forth herein, an agreement by either Party to maintain any Intellectual Property Rights in force; 

(c) except as expressly set forth herein, an agreement by either Party to bring or prosecute actions or suits against any third party for
infringement of Intellectual Property Rights or any other right, or conferring upon either Party any right to bring or prosecute actions or suits against any third party for infringement of Intellectual Property Rights or any other right; 

(d) conferring upon either Party any right to use in advertising, publicity or otherwise any trademark, trade name or names, or any
contraction, abbreviation or simulations thereof, of the other Party, other than as permitted hereunder; 
 (e) conferring upon either Party
by implication, estoppel or otherwise, any license or other right, except the licenses and rights expressly granted hereunder; or 
 (f) an
obligation to provide any technical information, know-how, consultation, technical services or other assistance or deliverables to the other Party. 

  
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 Section 6.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY, ITS
AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES, DIMINUTION IN VALUE OR DAMAGES CALCULATED BASED ON MULTIPLES OF REVENUE,
EARNINGS OR OTHER METRICS (INCLUDING LOST PROFITS OR LOST REVENUES) IN CONNECTION WITH THIS AGREEMENT (UNLESS SUCH DAMAGES ARE ACTUALLY AWARDED AND PAID TO A THIRD PARTY BY A COURT OF COMPETENT JURISDICTION), WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS AFFILIATES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES. 

ARTICLE VII 

TERM 

Section 7.1 Term and Termination. 

(a) Except as expressly set forth herein, the term of this Agreement shall commence at the Separation Time and shall continue until the
expiration of the last-to-expire of the Intellectual Property Rights licensed under this Agreement, if ever; provided that the term of the Patent license granted
pursuant to Section 2.1 and Section 2.2 shall end upon the expiration of the last Patent licensed thereunder. 

(b) Upon written notice to Parent Licensee by SpinCo Licensor, SpinCo Licensor may terminate partially or in their entirety (subject to the
limitations set forth below) the licenses granted to Parent Licensees under Section 3.1 only, if Parent Licensee is in material breach of Section 3.4 or any other provision of this Agreement and
such breach continues uncured for a period of thirty (30) days after the Parent Licensee’s receipt of notice from SpinCo Licensor of such breach (or, if such breach is not reasonably curable in such thirty
(30)-day period, if Parent Licensee is not using commercially reasonable efforts to cure or remedy such breach thereafter); provided, however, that the applicable license may only be
terminated with respect to the portion of the license that was the subject of such material breach. 
 (c) Upon any expiration or termination
of this Agreement with respect to a license granted to Licensee hereunder, Licensee shall cease and completely discontinue use of the Intellectual Property Rights licensed under such terminated license and such license granted to Licensee herein
shall immediately terminate. 
 (d) Termination of the licenses granted by a Party or its Subsidiaries as a Licensor shall not in any way
affect or limit the licenses granted to such Party or its Subsidiaries as a Licensee. 
 Section 7.2 Post-Term Matters. Upon the
expiration or termination of the licenses granted in Section 3.1 (partially or in their entirety) for any reason, all rights granted to Parent Licensees shall revert to SpinCo Licensors and Parent Licensees shall,
immediately upon expiration and as soon as possible but no later than within thirty (30) days of termination cease all 

  
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use of the BHC Licensed Marks and take commercially reasonable steps to destroy all remaining materials bearing the BHC Licensed Marks in Parent Licensees’ possession or control, and shall
certify that it has taken such steps to SpinCo Licensors in writing within thirty (30) days of the obligation to take such steps; provided, however, that Parent Licensees may continue to
sell-off remaining inventory or other products and components thereof bearing the BHC Licensed Marks in existence prior to such expiration or termination. 

Section 7.3 Survival. The terms and conditions of the following provisions will survive termination of this Agreement:
Article I, Article VI, Section 7.2, this Section 7.3 and Article VIII. The termination of this Agreement will not
relieve either Party of any Liability under this Agreement that accrued prior to such termination. 
 ARTICLE VIII 

GENERAL PROVISIONS 

Section 8.1 Licensee Indemnity. Parent Licensees shall indemnify, hold harmless, compensate and reimburse (and if requested by
SpinCo Licensors, defend) the SpinCo Licensors and any of its officers, directors, managers and Affiliates from and against any and all losses, costs, liabilities, damages or expenses (including reasonable attorneys’ fees and litigation costs)
arising from any claim, demand, action, suit or other proceeding brought by an unaffiliated third party and arising out of or relating to Parent Licensees’ use of any of the BHC Licensed Marks, except any liability or expense in respect of any
infringement of third-party rights as a result of Parent Licensee’s use of the BHC Licensed Marks in accordance with the terms and conditions of this Agreement. Parent Licensees shall not settle any dispute involving the BHC Licensed Marks
without the prior written consent of SpinCo Licensors. 
 Section 8.2 No Obligation. Nothing set forth herein shall restrict
either Party from transferring, assigning or licensing any Intellectual Property Rights owned by it and licensed to the other Party hereunder; provided that any transfer or assignment of any Intellectual Property Rights licensed to a Party
hereunder shall be subject to the licenses granted in this Agreement. 
 Section 8.3 Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns; provided that neither this Agreement nor any of the rights and benefits of a Licensee Party hereunder
may be assigned to or assumed by a third party (whether by operation of Law or otherwise, including in connection with, or as a result of, a Change of Control) without the express prior written consent of the other Party. Notwithstanding the
foregoing, subject to, and except as provided in Section 8.1(c) and Section 8.4, no such consent shall be required for the assignment or assumption of a Party’s rights, licenses or obligations
under Article II, Section 4.1 and Section 5.2 of this Agreement in whole or in relevant part, in connection with, or as a result of a Change of Control of a Party (such
Party, the “Acquired Party”) or the sale or other disposition of the business or assets of a Party or its Affiliates to which this Agreement relates (such business or assets, the “Acquired Business”);
provided that the resulting, surviving or transferee Person or acquirer of the Acquired Business (the “Acquiring Party”) (a) assumes all of the applicable obligations of the Acquired Party by operation of Law or by express
assignment, as the case may be, and (b) delivers to the other Party, prior to or concurrently with the consummation of any 

  
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transaction resulting in a Change of Control, an express acknowledgement regarding the limitations on the licenses granted hereunder to the Acquired Party as a result of such Change of Control or
sale or disposition. For the avoidance of doubt, upon and subject to the implementation of the applicable step in the Plan of Arrangement, each of Amalco and the Resulting Entity shall be regarded as successors and permitted assigns of SpinCo for
purposes of this Agreement, the Separation Agreement and any other Ancillary Agreements and it is the express intention of each of the Parties that all terms referring or relating to SpinCo shall be construed to refer or relate to the Resulting
Entity. 
 Section 8.4 Limitations on Change of Control. In the event of a Change of Control: 

(a) where Parent is the Acquired Party, the licenses to the Parent Licensees set forth in Section 2.2,
Section 2.4 and Section 3.1 will be transferrable to, or assumable by, the Acquiring Party in whole or in part in accordance with Section 8.3, but shall become limited and
shall not extend to any product or service or business of the Acquiring Party or its Affiliates that are sold, distributed, provided or otherwise commercialized at any time, if such product, service or business was commercialized or conducted prior
to the date of the consummation of such Change of Control of Parent; 
 (b) where SpinCo is the Acquired Party, the license to the SpinCo
Licensees set forth in Section 2.1 and Section 2.3 will be transferrable to, or assumable by, the Acquiring Party in whole or in part in accordance with Section 8.3, but
shall become limited and shall not extend to any product or service or business of the Acquiring Party or its Affiliates that are sold, distributed, provided or otherwise commercialized at any time, if such product, service or business was
commercialized or conducted prior to the date of the consummation of such Change of Control of SpinCo. 
 Section 8.5 Specific
Performance. The Parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that the Parties hereto do not perform any provision of this Agreement in
accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or
threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or in equity. Each of the Parties agrees that it will not oppose the granting of an
injunction, specific performance and other equitable relief on the basis that the other Party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any Party seeking
an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with such order or injunction. 

Section 8.6 Expenses. Except as otherwise expressly set forth in this Agreement, all legal and other costs and expenses incurred
in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses. 

  
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 Section 8.7 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with
receipt confirmed or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with
this Section 8.7): 
  

	 	(a)	 If to Parent: 



Bausch Health Companies Inc. 

2150 St. Elzéar Blvd. West 

Laval, Québec, Canada H7L 4A8 

Attention: General Counsel 
 E-mail: [*****] 
 and 

Wachtell, Lipton, Rosen & Katz 

51 West 52nd Street 
 New York,
New York 10019 
 Attention: Igor Kirman 

                  Mark F. Veblen 

Facsimile: [*****] 
 Email:
      [*****] 
  

	 	(b)	 If to SpinCo: 



Bausch + Lomb Corporation 
 400
Somerset Corporate Blvd 
 Bridgewater, NJ 08807, USA 

Attention: General Counsel 
 E-mail: [*****] 
 with a copy to: 

Wachtell, Lipton, Rosen & Katz 

51 West 52nd Street 
 New York,
New York 10019 
 Attention: Igor Kirman 

                  Mark F. Veblen 

Facsimile: [*****] 
 Email:
      [*****] 

  
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 A Party may, by notice to the other Party, change the address to which such notices are to
be given. 
 Section 8.8 Severability. If any provision of this Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which
it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a
suitable and equitable provision to effect the original intent of the Parties. 
 Section 8.9 Entire Agreement. This Agreement,
the Separation Agreement and any other Ancillary Agreements, and the Exhibits, Schedules and appendices hereto and thereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous
agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or
therein. This Agreement, the Separation Agreement and any other Ancillary Agreements together govern the arrangements in connection with the Separation, the IPO, the Arrangement and the Distribution and would not have been entered independently.

 Section 8.10 No Third-Party Beneficiaries. Except as provided in Section 8.1, this Agreement
is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of
Parent or SpinCo, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement. 

Section 8.11 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial. 

(a) This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and
thereby or to the inducement of any Party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in
accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies. The Parties expressly waive
any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware. In addition, each of the Parties hereto irrevocably (i) submits to the personal jurisdiction of the
Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the United States District Court for the District of
Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware State court sitting in New Castle County (and in each case, appellate courts therefrom), in the
event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for
leave from any such court, 

  
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(iii) waives any objection to the laying of venue of any Action relating to this Agreement or the transactions contemplated hereby in such court, (iv) waives and agrees not to plead or
claim in any such court that any Action relating to this Agreement or the transactions contemplated hereby brought in any such court has been brought in an inconvenient forum, and (v) agrees that it will not bring any Action relating to this
Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter
jurisdiction over such Action, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such Action, any Delaware State court
sitting in New Castle County (and, in each case, appellate courts therefrom). Each Party agrees that service of process upon such Party in any such Action shall be effective if notice is given in accordance with
Section 8.7. 
 (b) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE OTHER ANCILLARY AGREEMENTS, THE SEPARATION AGREEMENT, THE CONFIDENTIALITY AGREEMENT OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR
THEREWITH OR THE ADMINISTRATION HEREOF OR THEREOF OR THE SALE OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION
PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT, THE OTHER ANCILLARY AGREEMENTS, THE SEPARATION AGREEMENT, THE CONFIDENTIALITY AGREEMENT OR RELATED INSTRUMENTS. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH
IN THIS SECTION 8.11(b). NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8.11(b) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 

Section 8.12 Amendment and Waivers. No provisions of this Agreement, including any Schedules to this Agreement, shall be deemed
waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment,
supplement or modification. The waiver by either Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. No failure or delay by either Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 

  
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 Section 8.13 Rules of Construction. In this Agreement, (a) words in the
singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words
of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto) and not to any particular provision of this Agreement; (c) Article, Section,
Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement)
shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendixes) to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean
“including, without limitation,” unless otherwise specified; (f) the word “or” need not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days;
(h) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented
thereafter, unless otherwise specified; (i) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement” and words of similar import shall all be references to
March 30, 2022; and (j) the word “extent” and the phrase “to the extent” shall mean the degree (if any) to which a subject or other thing extends, and such word or phrase shall not merely mean “if”. 

Section 8.14 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and
the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. 

Section 8.15 Mutual Drafting. This Agreement shall be deemed to be the joint work product of the Parties and any rule of
construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable. 

Section 8.16 Ancillary Agreements. In the event of any conflict or inconsistency between the terms of this Agreement and the terms
of the Separation Agreement, the terms of this Agreement shall control with respect to the subject matter addressed by this Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between the terms of
this Agreement or the Separation Agreement or any other Specified Ancillary Agreement, on the one hand, and any Transfer Document, on the other hand, including with respect to the allocation of Assets and Liabilities as among the Parties or the
members of their respective Groups, this Agreement, the Separation Agreement or such Specified Ancillary Agreement shall control. 

Section 8.17 Relationship of the Parties. Nothing contained herein shall be deemed to create a partnership, joint venture or
similar relationship between the Parties. Neither Party is the agent, employee, joint venturer, partner, franchisee or representative of the other Party. Each Party specifically acknowledges that it does not have the authority to, and shall not,
incur any obligations or responsibilities on behalf of the other Party. Notwithstanding anything to the contrary in this Agreement, each Party (and its officers, directors, agents, employees and members) shall not hold themselves out as employees,
agents, representatives or franchisees of the other Party or enter into any agreements on such Party’s behalf. 
 [Remainder of page
left blank intentionally; signature page follows] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Matters Agreement to
be executed by their duly authorized representatives as of the date first written above. 
  

			
	BAUSCH HEALTH COMPANIES INC.
		
	By:	 	 /s/ Thomas J. Appio

		 	Name: Thomas J. Appio
		 	Title: Chief Executive Officer, Pharma Business
	
	BAUSCH + LOMB CORPORATION
		
	By:	 	 /s/ Joseph C. Papa

		 	Name: Joseph C. Papa
		 	Title: Chief Executive Officer


 [Signature Page to Intellectual Property Matters Agreement]