exv10w7






Exhibit 10.7




AMENDMENT TO AGREEMENT AND PLAN OF MERGER




     This Amendment (the “Amendment”), dated as of October 15, 2008, amends that certain
Agreement and Plan of Merger (the “Merger Agreement”) by and among Coria Laboratories,
Ltd., a Delaware corporation (the “Company”), its stockholders (i) DFB Pharmaceuticals,
Inc., a Texas corporation, (ii) H. Paul Dorman, (iii) John W. Feik, (iv) Anne Burnett Windfohr, (v)
John L. Marion and (vi) John W. Mason (collectively, the “Sellers”), Valeant
Pharmaceuticals International, a Delaware corporation (“Buyer”), and CL Acquisition Corp.,
a Delaware corporation and wholly-owned subsidiary of Buyer (“Newco”). All capitalized
terms used in this Amendment but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Merger Agreement.



     WHEREAS, pursuant to Section 12.4 of the Merger Agreement, the parties to the Merger Agreement
desire that the Merger Agreement be amended.



     NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and intending to be legally bound hereby, the undersigned hereby agree as follows:



     1. Amendment.



          A. Until such time as the parties shall negotiate and execute an Amended and Restated Facility
Lease, the term “Amended and Restated Facility Lease” as used throughout the Merger Agreement shall
mean that certain Lease Term Sheet, dated October 15, 2008, by and between the Company and
Healthpoint, Ltd.




          B. Section 9.8 of the Merger Agreement is hereby deleted in its entirety and replaced with the
following:




          “Intentionally Deleted.”




     2. Consent to Assignment. The parties hereto agree that the Successor Corporations may
assign to Valeant Pharmaceuticals North America, or any of its other affiliates, any and all of its
rights under the Transaction Documents.



     3. Governing Law. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Delaware without regard to the laws of such jurisdiction
that would require the substantive laws of another jurisdiction to apply.



     4. Full Force and Effect. Except as amended hereby, the Merger Agreement shall remain
in full force and effect.



     5. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument, it being understood that the parties need not sign the same counterpart and a facsimile
signature shall be valid.



     6. Headings. Headings in this Amendment are included for reference only and shall
have no effect upon the construction or interpretation of any part of this Amendment.




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Merger Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	COMPANY:	 	BUYER:	 	 
	 
	 	 	 	 	 	 	 	 
	CORIA LABORATORIES, LTD.	 	VALEANT PHARMACEUTICALS	 	 
	 	 	 	 	INTERNATIONAL	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark A. Mitchell	 	By:	 	/s/ Steve T. Min	 	 
	 

	 	 

	 	 	 	 

	 	 
	Name:

	 	Mark A. Mitchell	 	Name:	 	Steve T. Min	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President & General
Counsel	 	Title:	 	Executive Vice President and
General Counsel	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SELLERS:	 	NEWCO:	 	 
	 
	 	 	 	 	 	 	 	 
	DFB PHARMACEUTICALS, INC.	 	CL ACQUISITION CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark A. Mitchell	 	By:	 	/s/ Steve T. Min	 	 
	 

	 	 

	 	 	 	 

	 	  
	Name:

	 	Mark A. Mitchell	 	Name:	 	Steve T. Min	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President & General
Counsel	 	Title:	 	Executive Vice President and General
Counsel	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	H. Paul Dorman	 	John W. Mason	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ H. Paul Dorman	 	/s/ John W. Mason	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	John W. Feik	 	John L. Marion	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ John W. Feik	 	/s/ John L. Marion	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Anne Burnett Windfohr	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Anne Burnett Windfohr	 	 	 	 	 	 
	 	 	 	 	 	 	 





Signature Page to Amendment to Agreement and Plan of Merger