Form of Convertible Senior Note due 2015



 Exhibit 4.1 

[FORM OF FACE OF NOTE] 
 [UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* 

 
  

	*	Use bracketed language for a Global Note. 

  

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 SALIX PHARMACEUTICALS, LTD. 

[    ]% Convertible Senior Note due 2015 

 

			
	No. [            ]	 	$[    ],000,000
		
	CUSIP No. [            ]	 	

 Salix Pharmaceuticals, Ltd., a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation or other entity under the Indenture referred to on the reverse hereof), for value received hereby promises to pay to
[CEDE & CO., or its registered assigns,]2 the
principal sum of [            ] million Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached
hereto,]3 on May 15, 2015, interest thereon as set
forth below and Additional Interest in the manner, at the rates and to the Persons set forth in Sections 5.06(d), 5.06(e) and 7.03, as applicable, of the Indenture. 

The Company promises to pay interest on the principal amount of this Note at the rate of [    ]% per annum (subject
to increase pursuant to Sections 5.06(d) and 7.03, as applicable, of the Indenture) from May [    ], 2010 until May 15, 2015. The Company will pay interest semi-annually on May 15 and November 15 of each year, commencing on
November 15, 2010, to holders of record at the close of business on the preceding February 1 and August 1 (whether or not such day is a Business Day), respectively. Interest on the Note will accrue from the most recent date to which
interest has been paid, or, if no interest has been paid on the Note, from May [    ], 2010. 
 Payment of
the principal of and accrued and unpaid interest and Additional Interest, if any, on this Note shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such lawful money
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts; provided, however, that any payment to the Depositary or its nominee shall be paid by wire transfer in
immediately available funds in accordance with the wire transfer instruction supplied by the Depositary or its nominee from time to time to the Trustee and Paying Agent (if different from Trustee). 

Reference is made to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions
giving the holder of this Note the right to convert this Note into cash, shares of Common Stock of the Company or a combination of cash and shares of Common Stock, as applicable, on the terms and subject to the limitations set forth in the
Indenture. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
  

 

	2
	 Use bracketed language for a Global Note. 



	3	 Use bracketed
language for a Global Note. 


  

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 This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with and governed by the laws of said State (without regard to the conflicts of laws provisions thereof). 

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee or a duly authorized authenticating agent under the Indenture. 
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blank] 
  

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 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. 

 

			
	SALIX PHARMACEUTICALS, LTD.
		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	 Dated:

	
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION
 as Trustee,
certifies that this is one of the Notes described in the within-named Indenture.

		
	By:	 	 
		 	Authorized Officer

  

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 [FORM OF REVERSE OF NOTE] 

SALIX PHARMACEUTICALS, LTD. 

[    ]% Convertible Senior Note due 2015 

This Note is one of a duly authorized issue of Notes of the Company, designated as its [    ]% Convertible Senior
Notes due 2015 (the “Notes”), limited to the aggregate principal amount of $[            ],000,000 all issued or to be issued under and pursuant to an Indenture dated as of May
[    ], 2010 (as such may be amended from time to time, the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Notes. Additional Notes may be issued in an unlimited aggregate
principal amount, subject to certain conditions specified in the Indenture. 
 In case an Event of Default, as defined in the
Indenture, shall have occurred and be continuing, the principal of and interest, including Additional Interest, if any, on all Notes may be declared, by either the Trustee or the holders of not less than 25% in aggregate principal amount of Notes
then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture. 

Subject to the terms and conditions of the Indenture, the Company will make all payments and deliveries in respect of the principal
amount on the Maturity Date, as the case may be, to the holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash amounts in money of the United States that at the time of payment is
legal tender for payment of public and private debts. 
 The Indenture contains provisions permitting the Company and the
Trustee in certain circumstances, without the consent of the holders of the Notes, and in other circumstances, with the consent of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures modifying the terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions, the holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of the holders of all of the Notes waive any past Default or Event of Default under the Indenture and its consequences. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and accrued and unpaid interest, and Additional Interest, if any, on this Note at the place, at the respective times, at the rate and in the lawful money herein prescribed.

 The Notes are issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples
thereof. At the office or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the 

 

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Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any service charge but, if required by the Company or
Trustee, with payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith as a result of the name of the holder of the new Notes issued upon such exchange of Notes being
different from the name of the holder of the old Notes surrendered for such exchange. 
 Subject to the provisions of the
Indenture, upon the occurrence of a Fundamental Change, the holder has the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Notes or any portion thereof (in principal amounts of $1,000 or
integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price. 

Subject to the provisions of the Indenture, the holder hereof has the right, at its option, during certain periods and upon the
occurrence of certain conditions specified in the Indenture, prior to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, to convert any Notes, into cash, shares of Common Stock or a combination of cash
and shares of Common Stock, as applicable, at a Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture. 

Terms used in this Note and defined in the Indenture are used herein as therein defined. 

 

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 ABBREVIATIONS 

The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according
to applicable laws or regulations: 
  

					
	TEN COM -as tenants in common	  	UNIF GIFT MIN ACT	 	
			
		  	 	 	Custodian
		  	(Cust)	 	

  

					
	TEN ENT as tenants by the entireties	  		 	
			
		  	 	 	
		  	(Minor)	 	
	JT TEN -as joint tenants with right of survivorship and not as tenants in common	  		 	
		  	Uniform Gifts to Minors Act	 	
			
		  	 	 	(State)

 Additional abbreviations may also
be used 
 though not in the above list. 
  

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 SCHEDULE OF INCREASES AND DECREASES IN GLOBAL
NOTE4 

SALIX PHARMACEUTICALS, LTD. 

[    ]% Convertible Senior Notes due 2015 

The initial principal amount of this Global Note is $[    ],000,000. The following increases or decreases in this
Global Note have been made: 
  

									
	 Date
	  	 Amount of decrease in

Principal Amount of this

Global Note
	  	 Amount of increase in

Principal Amount of this

Global Note
	  	 Principal Amount of this

Global Note following

such decrease or increase
	  	 Signature of

authorized signatory of

Trustee or

Custodian

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  
	  	  



 

	4
	 For Global Notes only. 


  

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