***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Agreement and Plan of Merger
 dated as of September 16, 2008
 among
 Coria Laboratories, Ltd.,
 the Shareholders of Coria Laboratories, Ltd.,
 Valeant pharmaceuticals international
 and
 CL Acquisition Corp.




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***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    2ARTICLE 2 THE MERGER; CLOSING
    
    
    132.1 The Merger
    
    
    132.2 Certain Events Immediately Prior to the Closing
    
    
    152.3 Closing
    
    
    152.4 Adjustments to Base Merger Consideration
    
    
    172.5 Post-Closing Reconciliation of Net Working Capital
    
    
    172.6 Post-Closing Reconciliation of Product Returns
    
    
    19ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    203.1 Organization, Good Standing and Authority
    
    
    203.2 Enforceability of Transaction Documents
    
    
    213.3 No Conflicts
    
    
    223.4 Capitalization
    
    
    223.5 Financial Statements
    
    
    223.6 Real Property
    
    
    233.7 Tangible Personal Property
    
    
    243.8 Brokers or Finders
    
    
    243.9 Environmental, Health and Safety Matters
    
    
    243.10 No Undisclosed Liabilities
    
    
    253.11 Employee Benefit Plans
    
    
    253.12 Company Products; Compliance with Legal Requirements; Permits
    
    
    273.13 Legal Proceedings
    
    
    303.14 Insurance
    
    
    303.15 Absence of Certain Changes and Events
    
    
    313.16 Material Contracts
    
    
    323.17 Labor and Employment Matters
    
    
    333.18 Intellectual Property
    
    
    343.19 Suppliers and Customers
    
    
    373.20 Related Party Transactions
    
    
    383.21 No Product Liabilities; Product Warranties
    
    
    38
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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 TABLE OF CONTENTS
 Page3.22 Inventory
    
    
    383.23 Accounts Receivable
    
    
    393.24 Taxes
    
    
    393.25 Books and Records
    
    
    413.26 Product Registration Files
    
    
    413.27 Brokers or Finders
    
    
    413.28 Vote Required
    
    
    423.29 Full Disclosure
    
    
    423.30 Certain Business Practices
    
    
    423.31 Board Recommendation
    
    
    423.32 Sufficiency of Assets
    
    
    423.33 Hart-Scott-Rodino
    
    
    423.34 Seller Representations
    
    
    42ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    434.1 Organization and Good Standing
    
    
    434.2 Authority; Validity; Consents
    
    
    444.3 No Conflict
    
    
    444.4 Legal Proceedings
    
    
    444.5 Brokers or Finders
    
    
    454.6 Financing
    
    
    454.7 No Knowledge of Misrepresentations or Omissions
    
    
    454.8 Solvency
    
    
    45ARTICLE 5 PRE-CLOSING COVENANTS OF THE SELLERS
    
    
    455.1 Access and Investigation
    
    
    455.2 Operation of the Business
    
    
    465.3 Negative Covenants
    
    
    465.4 Required Approvals
    
    
    465.5 Commercially Reasonable Efforts
    
    
    465.6 Notice of Developments
    
    
    475.7 Exclusivity
    
    
    47
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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 TABLE OF CONTENTS
 Page5.8 Closing Obligation
    
    
    47ARTICLE 6 PRE-CLOSING COVENANTS OF BUYER
    
    
    476.1 Required Approvals
    
    
    476.2 Non-Disclosure Obligations
    
    
    486.3 Commercially Reasonable Efforts
    
    
    486.4 Closing Obligation
    
    
    48ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATION OF BUYER
    
    
    497.1 Accuracy of Representations
    
    
    497.2 Sellers Performance
    
    
    497.3 No Order
    
    
    497.4 Governmental Authorizations
    
    
    497.5 Required Consents
    
    
    497.6 Agreements
    
    
    497.7 No Material Adverse Effect
    
    
    507.8 Contributed Contracts
    
    
    507.9 Release of Encumbrances
    
    
    507.10 280G Approvals
    
    
    507.11 Termination of Certain Existing Agreements
    
    
    507.12 Assignment of [...***...]
    
    
    51ARTICLE 8 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY AND THE SELLERS
    
    
    518.1 Accuracy of Representations
    
    
    518.2 Buyers Performance
    
    
    518.3 No Order
    
    
    518.4 Governmental Authorizations
    
    
    518.5 Agreements
    
    
    52ARTICLE 9 POST-CLOSING COVENANTS
    
    
    529.1 Access to Books, Records, Etc
    
    
    529.2 Further Assurances
    
    
    529.3 Litigation Support; Attorney-Client Privilege
    
    
    52
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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 TABLE OF CONTENTS
 Page9.4 Employee Benefit Arrangements
    
    
    539.5 Cooperation on Tax Matters; Transfer Taxes
    
    
    539.6 Restrictive Covenants
    
    
    559.7 Confidential Information
    
    
    569.8 Negotiation of Property Purchase
    
    
    579.9 Certain Company Liabilities
    
    
    57ARTICLE 10 TERMINATION
    
    
    5710.1 Termination Events
    
    
    5710.2 Effect of Termination
    
    
    58ARTICLE 11 INDEMNIFICATION; REMEDIES
    
    
    5811.1 Survival
    
    
    5811.2 Indemnification by the Sellers
    
    
    5911.3 Indemnification by Buyer
    
    
    6111.4 Notice of Potential Claims for Indemnification
    
    
    6211.5 Claims Not Involving Third Parties
    
    
    6211.6 Third Party Claims
    
    
    6311.7 Subrogation
    
    
    6311.8 Insurance and Other Recoveries
    
    
    6311.9 Acknowledgement of Buyer
    
    
    6411.10 Stockholder Representative
    
    
    6411.11 [...***...]
    
    
    65ARTICLE 12 GENERAL PROVISIONS
    
    
    6512.1 Public Announcements
    
    
    6512.2 Notices
    
    
    6512.3 Waiver
    
    
    6712.4 Entire Agreement; Amendment
    
    
    6712.5 Assignments
    
    
    6712.6 Severability
    
    
    6712.7 Section Headings; Construction
    
    
    67
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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 TABLE OF CONTENTS
 Page12.8 Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver
    
    
    6812.9 Counterparts
    
    
    6812.10 Time of Essence
    
    
    6812.11 No Third Party Beneficiaries
    
    
    6812.12 Expenses
    
    
    68
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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Schedules and Exhibits
 Schedule I:
    
    Allocation of Product Returns for Specified Lot NumbersExhibit A:
    
    Ownership of Company CommonExhibit B:
    
    Working Capital MethodologyExhibit C:
    
    Form of Transition Services AgreementExhibit D:
    
    Form of Amended and Restated Manufacturing AgreementExhibit E:
    
    Form of Assignment of ClaimsExhibit F:
    
    Form of Product Development Agreement




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Agreement and Plan of Merger
 This Agreement and Plan of Merger Agreement Effective Date Company Sellers DFB Buyer Newco Party Parties
 Recitals
 Company Common Exhibit A
 Newco
Common
 Merger Surviving Corporation
   Agreement
 Now, Therefore,
 1




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 ARTICLE 1  DEFINITIONS
  1933 Act
 280G Approval Section 7.10
 Acquired Person Section 3.33
 Adjusted Current Assets
 Adjusted Current Liabilities
 Adjusted Net Working Capital
 Affiliate
 Aggregate Accounting Fees Section 2.5(c)
 Agreement
 Amended and Restated Facility Lease Section
2.3(d)(viii)
 Amended and Restated Manufacturing Agreement Section 2.3(d)(vi)
 Asserted Liability Section 11.4
 Assignment of Claims Section 2.3(d)(vii)
 Audited Financial Statements Section 3.5(a)
 Base Merger Consideration
 Benefit Plans Section 3.11
 2




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Business
 Buyer
 Buyer Cap Section 11.3(c)
 Buyer Indemnitees Section 11.2(a)
 Buyer Severance Expenses Schedule 3.17
 Buyers Transaction Expenses
 Cash
 CERCLA
 Closing Section 2.3(a)
 Closing Date Section 2.3(a)
 Closing Date Balance Sheet Section 2.5(a)(i)
 Closing Merger Consideration
 COBRA
 Code
 Company
 3




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Company Common
 Company Intellectual Property
 Company Organizational Documents Section 3.1
 Company Product Schedule
3.12(a)
 Companys Transaction Expenses
 Contract
 Deductible Section 11.2(d)
 DFB
 DGCL Section 2.1(a)
 Disclosure Schedules
 Dispute Resolution Period Section 11.5
 DPT
 Effective Date
 Effective Time Section 2.1(a)
 Encumbrance
 End Date Section 10.1(b)
 4




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Environmental Law RCRA
 Environmental Permits Section 3.9(b)
 Equity Interests
 ERISA
 ERISA Affiliate
 Escrow Agent
 Escrow Amounts
 Facility
 Facility Lease
 Facilities Section 3.9(a)
 FDA Section 3.12(a)(i)
 FFDCA Section 3.12(a)(i)
 Financial Statements Section 3.5(a)
 5




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 GAAP
 Governmental Authority
 (1)
    
    nation, state, county, city, town, village, district, or other
jurisdiction of any nature;(2)
    
    federal, state, local, municipal, foreign, or other government;(3)
    
    governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal);(4)
    
    multinational organization or body; or(5)
    
    body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or
power of any nature.
 Governmental Authorization
  Hazardous Activities
 Hazardous Materials
 Healthpoint
 HSR Act
 Indebtedness
 ***Confidential Treatment Requested***
 6




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Indemnification Notice Section 11.4
 Indemnifying Party Section 11.4
 Indemnitee Section 11.4
 Indemnity Escrow Agreement Section 2.3(d)(iii)
 Indemnity Escrow Amount
 Independent Accounting Firm Section 2.5(c)
 Individual Seller
 Intellectual Property Rights
 ***Confidential Treatment Requested***
 7




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Inventory
 IP Licenses
 IRS
 Key Customers Section 3.19(a)
 Legal Requirement
 Liability
 Losses
 Material Adverse Effect provided however Article 10
 8




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Material Contracts Section 3.16(a)
 Merger
 Merger Consideration Section 2.4
 Merger Documents Section 2.1(a)
 Multiemployer Plan
 Net Worth
 Newco
 Newco Common
 Non-Disclosure Agreement
 Non-Patent IP Section 3.18(a)
 Noncompetition Period
 Objection Section 11.5
 Occupational Safety and Health Law
 Order
 Party Parties
 Patent IP Section 3.18(b)
 Permitted Encumbrances
 9




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Person
 Pre-Closing Tax Period Section 9.5(a)
 Proceeding
 Product Development Agreement Section 2.3(d)(ix)
 Product Return Amount Schedule I Schedule
I
 10




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Schedule I
 Proposal
 Publicly Available Software
 Related Party
 Related Party Transactions Section 3.20(a)
 Release
 Representative
 Restricted Business Section 9.6(a)
 Return Escrow Agreement Section 2.3(d)(iv)
 Return Escrow Amount
 Seller Indemnitees Section 11.3(a)
 ***Confidential Treatment Requested***
 11




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Seller Severance Expenses
 Sellers
 Sellers Cap Section 11.2(d)
 Sellers Knowledge
 Stockholder Representative Section 11.10
 Subsidiaries
 Surviving Corporation
 Tangible Personal Property Section 3.7
 Target Net Working Capital
 Tax Taxes
 Tax Claim Section 9.5(c)
 Tax Indemnified Party Section 9.5(c)
 12




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Tax Indemnifying Party Section 9.5(c)
 Tax Notice Section 9.5(c)
 Tax Return
 Taxing Authority
 Third Party Claim
 Transaction Documents
 Transition Services Agreement Section
2.3(d)(v)
 Ultimate Parent Section 3.33
 Unaudited Financial Statements Section 3.5(a)
 Unlimited Representations Section 11.1
 Working Capital Methodology Exhibit
B
 ARTICLE 2  THE MERGER; CLOSING
 The Merger
  Filing of Merger Documents; Effective Time DGCL Merger Documents Effective Time
 Merger; Surviving Corporation
 13




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Effects of the Merger
 Conversion of Company Common Exhibit A
 Conversion of Newco Common
 Surviving Corporation Organizational Documents
 Directors and Officers of the Surviving Corporation
 Termination of Agreements
 Waiver of Appraisal Rights
 14




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***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Certain Events Immediately Prior to the Closing
  Releases
 Wire Instructions
 Transaction Expenses
 Cash Distribution
 Closing
 Closing Location and Date Closing Article 7 Article 8 Closing
Date
 Funding and Disbursement at Closing
 Exhibit A
    15




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Closing Deliveries Relating to the Merger
 Section 2.1(a)
  Other Closing Deliveries
 Section 7.1 Section 7.2
 Section 8.1 Section 8.2
 Indemnity Escrow Agreement
 Return Escrow Agreement
 Exhibit C Transition
Services Agreement
 Exhibit D Amended and Restated Manufacturing Agreement
 Exhibit E Assignment of
Claims
 Amended and Restated Facility Lease
 Exhibit F Product Development
Agreement
 16




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Section 2.1(h)
 Adjustments to Base Merger Consideration
    Post-Closing Reconciliation of Net Working Capital
 Post-Closing Determinations
 Closing Date
Balance Sheet
 Exhibit B
 *** Confidential Treatment Requested***
 17




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Access to Records
 Resolution of Disputes provided however Section 2.5(a) Independent Accounting Firm Aggregate
Accounting Fees
 Adjustments Final Section
2.5(a) Section 2.5(c) Section 2.5(c)
 Reconciliation Payments
 Section 2.5
 18




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Section 2.5(d)
 Section 2.5 Section 2.5(d)
 Post-Closing Reconciliation of Product Returns
 Buyer Return Statements Return
Statement provided however
 Access to Records
 Resolution of Disputes provided however
 *** Confidential Treatment Requested***
 19




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Adjustments Final th Section 2.6(c) Section 2.6(c)
 Reconciliation Payments Section 2.6 Section
2.6(e) Section 2.6(d) Section 2.6 Section 2.6(e)
 ARTICLE 3  REPRESENTATIONS AND WARRANTIES OF THE SELLERS
 Section 3.34
 Organization, Good Standing and Authority
  *** Confidential Treatment Requested***
 20




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Company Organizational Documents
   Enforceability of Transaction Documents
    21




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  No Conflicts
 Schedule 3.3
 Capitalization
 Exhibit A Section 2.2(a)
  Financial Statements
 Audited
Financial Statements Unaudited Financial Statements Financial Statements .
 22




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
   Real Property
      23




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Tangible Personal Property
 Tangible Personal
Property
 Brokers or Finders
 Schedule 3.8
 Environmental, Health and Safety Matters
 Facilities
 Environmental Permits Schedule 3.9(b)
  24




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
     No Undisclosed Liabilities
  Employee Benefit Plans
 Schedule 3.11 Benefit Plans
 25




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Schedule 3.11
 Schedule 3.11 Section 7.10
  26




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
    Company Products; Compliance with Legal Requirements; Permits
 Schedule 3.12(a)
 FFDCA FDA
    27




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
      Schedule 3.12(b) Schedule 3.12(b) Schedule 3.12(b)
 Schedule 3.12(b)
   28




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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
         29




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Legal Proceedings
 Schedule 3.13(a)
    Schedule 3.13(b)
   Schedule 3.13(c)
   Insurance
 Schedule 3.14(a) Schedule 3.14(a)
 Schedule 3.14(b)
 30




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Absence of Certain Changes and Events
 Schedule 3.15
             31




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
     Material Contracts
 Schedule 3.16(a) Material Contracts
         *** Confidential Treatment Requested ***
 32




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
    Schedule 3.16(a) Schedule 3.16(b)
 Labor and Employment Matters
 Schedule 3.17(a)
     *** Confidential Treatment Requested ***
 33




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Schedule 3.17(d)
      Intellectual Property
 Schedule 3.18(a) Non-Patent IP
  34




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
   Section 3.18(c)
 Schedule 3.18(b) Patent IP
    Schedule 3.18(c)
 Schedule 3.18(d) Schedule
3.18(f)
 ***
Confidential Treatment Requested ***
 35




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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Schedule 3.18(e) Schedule 3.18(d)
  36




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Schedule 3.18(f)
   Suppliers and Customers
 Schedule 3.19 Key Customers
 Schedule 3.19
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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Schedule 3.19
  Related Party Transactions
 Schedule 3.20(a) Related Party Transaction
 Schedule 3.16(a)
 No Product Liabilities; Product Warranties
  Inventory
 Schedule 3.22(a) Schedule 3.22(a)
  38




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
      Accounts Receivable
 Schedule 3.23
 Taxes
 Schedule 3.24
  39




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17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
             40




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
     Books and Records
  Product Registration Files
  Brokers or Finders
  41




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Vote Required
 Exhibit A
 Full Disclosure
  Certain Business Practices
  Board Recommendation
  Sufficiency of Assets
 Schedule 3.32
 Hart-Scott-Rodino
 Ultimate Parent Acquired Person
 Seller Representations
   42




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
      ARTICLE 4  REPRESENTATIONS AND WARRANTIES OF BUYER
  4.1 Organization and Good Standing.
   43




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Authority; Validity; Consents
  No Conflict
 Section 4.2
 Legal Proceedings
  44




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Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Brokers or Finders
 Schedule 4.5
 Financing
  No Knowledge of Misrepresentations or Omissions
  Solvency
  ARTICLE 5  PRE-CLOSING COVENANTS OF THE SELLERS
 Access and Investigation
 Section 5.1
 45




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***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Operation of the Business
  Negative Covenants
 Section 3.15
 Required Approvals
 Schedule 3.3
 Commercially Reasonable Efforts
 Article 7
 46




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Notice of Developments
 Article 3 Section 5.6 Article 7 Article 11 provided however Article 11
 Exclusivity
  Closing Obligation.
 Article 8
 ARTICLE 6  PRE-CLOSING COVENANTS OF BUYER
 Required Approvals
 Schedule 3.3
 47




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Non-Disclosure Obligations
 Section 6.2
 Commercially Reasonable Efforts
 Article 8
 Closing Obligation.
 Article 7
 48




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 ARTICLE 7  CONDITIONS PRECEDENT TO OBLIGATION OF BUYER
  Accuracy of Representations
 Article 3
 Sellers Performance
  No Order
  Governmental Authorizations
  Required Consents
  Agreements
 Section 2.3
 49




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 No Material Adverse Effect
  Contributed Contracts
 Schedule 7.8
 Release of Encumbrances
  280G Approvals
 provided 280G
Approval
 Termination of Certain Existing Agreements
  50




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Assignment of [...***...]
  ARTICLE 8  CONDITIONS PRECEDENT TO THE OBLIGATION OF  THE COMPANY AND THE SELLERS
  Accuracy of Representations
 Article 4
 Buyers Performance
  No Order
  Governmental Authorizations
  ***Confidential Treatment Requested***
 51




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Agreements
 Section 2.3 Section 2.3
 ARTICLE 9  POST-CLOSING COVENANTS
 Access to Books, Records, Etc
   Further Assurances
 Article 11
 Litigation Support; Attorney-Client Privilege
 Article
11
 52




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Employee Benefit Arrangements.
  Cooperation on Tax Matters; Transfer Taxes
 Pre-Closing Tax Period
 53




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
   Tax Claim Tax Indemnified Party Tax
Indemnifying Party Tax Notice provided however Section 9.5 Section 9.5
   54




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Section 11.8 Section 9.5 Section
9.5
 Restrictive Covenants
 provided however provided further provided further Restricted
Business Section 9.6(b)
  55




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 provided however provided further Section 9.6
 Section 9.6 Section 9.6
 Section 9.6 Section 9.6
 Confidential Information
  56




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Negotiation of Property Purchase
  Certain Company Liabilities
  ARTICLE 10  TERMINATION
 Termination Events
   End Date
  Section 7.1 Section 7.2 provided however Section 10.1(d)
 57




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Section 10.1(d)
 Section 8.1 Section 8.2 provided however Section 10.1(e) Section 10.1(e)
 Article 7 Article 8 Section 7.4 Section 8.4
 Effect of Termination
 Section 10.1 provided however Section 6.2 Section 12.12
 ARTICLE 11  INDEMNIFICATION; REMEDIES
 Survival
 Section 3. Section
3. Section 3. Section 3. Section 3. Section
3. Section
3. Section 3. Section 3. Section
 ***Confidential Treatment Requested***
 58




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 3. Section 3. Section 3. Unlimited Representations Article 11 Section 11.1 provided however
 Indemnification by the Sellers
 Section 11.2(b) Section 11.2(c) Section 11.2(d) Article 11 Buyer Indemnitees Article 3 Section 7.1 Article 3
  ***Confidential Treatment Requested***
 59




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Section 11.2(d) Section 11.2(a) Section 11.2(d) Section 11.2(a) Section 11.2(a)(ii) Section 11.2(a)(iii)
 Section 11.2
 Section 11.2(a) Deductible provided however Section 11.2(a) Sellers Cap provided however Section 11.2(a)
 Section 2.5
 Section 11.2(a)
 ***Confidential Treatment Requested***
 60




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 provided however Section
11.2(a)(i) Section 11.2(f)
 Indemnification by Buyer
 Article 11 Seller
Indemnitees Article 4 Section 8.1
 Section 11.3(c) Section 11.3(a) Section 11.3(a)(ii)
 Section 11.3(a) provided however Section 4.1 Section 4.2 Section 11.3(a) Buyer
Cap provided however
 Section 11.3(a)
 ***Confidential Treatment Requested***
 61




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 provided however Section 11.3(a)(i) Section 11.3(d)
 Notice of Potential Claims for Indemnification
 Section 9.5(c) Section 11.2 Section 11.3 Indemnitee Indemnifying Party Indemnification Notice Article 11 Asserted
Liability Article 11
 Claims Not Involving Third Parties
 Objection Dispute
Resolution Period Section 12.8
 ***Confidential Treatment Requested***
 62




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Third Party Claims
 Article
11 Article 11
 Subrogation
  Insurance and Other Recoveries
  Acknowledgement of Buyer
  63




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Section 3.7
 Stockholder Representative
 Stockholder Representative
 64




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 [***]
 Article 11 Section 11.11 provided however Section 11.11
 ARTICLE 12  GENERAL PROVISIONS
 Public Announcements
  Notices
  (i)
    
    If to Buyer or Newco:
 
 ***Confidential Treatment Requested***
 65




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 with a copy (which shall not constitute notice) to:
 
 (ii)
    
    If to the Stockholder Representative:
 
 with a copy (which shall not constitute notice) to:
 
 (iii)
    
    If to any other Seller:
 Exhibit A
 with a copy (which shall not constitute notice) to:
 
 Waiver
 Section 11.2 Section 11.3 Article 11
 66




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
  Entire Agreement; Amendment
  Assignments
  Severability
  Section Headings; Construction
  Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver
  67




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Section 12.2
  Counterparts
  Time of Essence
  No Third Party Beneficiaries
  Expenses
  (Signatures Appear on Next Page)
 68




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 In Witness Whereof,
 COMPANY:
    
    
    
    BUYER:Coria Laboratories, Ltd.
    
    
    
    Valeant Pharmaceuticals InternationalBy:
    

/s/
H. Paul Dorman
    
    
    
    By:
    

/s/
J. Michael PearsonName:
    

H. Paul Dorman
    
    
    
    Name:

    
    J. Michael PearsonTitle:
    
Chairman
and CEO
    
    
    
    Title:
    
Chairman
and CEOSELLERS:
    
    
    
    NEWCO:DFB Pharmaceuticals, Inc.
    
    
    
    CL Acquisition Corp.By:
    

/s/
H. Paul Dorman
    
    
    
    By:
    

/s/
Robert Chai-OnnName:
    
    H. Paul Dorman
    
    
    
    Name:
    

Robert Chai-OnnTitle:
    

Chairman
and CEO
    
    
    
    Title:
    

Vice
President, Assistant General CounselH. Paul Dorman
    
    
    
    [...***...]/s/ H. Paul Dorman
    
    

    
    [...***...]John W. Feik
    
    
    
    By:
    
    [...***...]Name:
    
    [...***...]/s/ John W. Feik
    
    
    
    Title:
    
    [...***...]Anne Burnett Windfohr/s/ Anne Burnett WindfohrJohn L. Marion/s/ John L. MarionJohn W. Mason/s/
John W. Mason




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Schedule I
 Allocation of Product Returns for Specified Lot Numbers
 See Attached




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Exhibit A
 Ownership of Company Common
 See Attached




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Exhibit B
 Working Capital Methodology
 The parties acknowledge and agree that because DFB has agreed pursuant to Section 9.9
of the Agreement to pay all amounts arising through the Closing Date with respect to Company
employee bonuses, 401(k) matching payments and self-insured medical claims, all such amounts shall
have a value of zero in the calculation of Adjusted Net Working Capital as part of the working
capital adjustment pursuant to Section 2.5.
 The
Reserve for Returns account will be fixed at $[...***...]for purposes of calculating Adjusted
Net Working Capital and in the Final Closing Balance Sheet.
 ***Confidential Treatment Requested***




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Exhibit C
 Form of Transition Services Agreement
 See Attached




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Exhibit D
 Form of Amended and Restated Manufacturing Agreement
 See Attached




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Exhibit E
 Form of Assignment of Claims
 See Attached




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##### 



***Text Omitted and Filed Separately with the Securities and Exchange
Commission. Confidential Treatment Requested Under
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
 Exhibit F
 Form of Product Development Agreement
 See Attached