Exhibit 10.46


 


BIOVAIL
LABORATORIES INTERNATIONAL SRL

EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made by
and between Biovail Laboratories International SRL (hereinafter the
“Corporation”) and Michel Chouinard
(hereinafter the “Executive”).


 


ARTICLE ONE —
GENERAL DUTIES AND TERM


 


Scope of
Employment / Duties


 


1.01         The Corporation will employ the
Executive as the Chief Operating
Officer (“COO”) of the Corporation. 
The Executive will serve as an officer of the Corporation.  During the Employment Term (as defined below
in Section 1.04), the Executive will devote substantially all of the
Executive’s business efforts and time to the Corporation.  The Executive agrees, during the Employment
Term, not to actively engage in any other employment, occupation or consulting
activity for any direct or indirect compensation without the prior approval of
the President of the Corporation (the “President”); provided, however, that the
Executive may (a) serve on the boards of directors of other companies
(subject to reasonable approval of the President) and boards of trade
associations or charitable organizations; (b) engage in charitable
activities and community affairs; and (c) manage the Executive’s personal
investments and affairs, as long as such activities do not violate Section 4.02
and do not materially interfere with the Executive’s duties and
responsibilities for the Corporation.


 


1.02         The Corporation reserves the right to
change the employment relationship over time, as it deems necessary or
appropriate to comply with legal requirements or for ease of administration of
employee benefits programs or other matters. The parties agree that, at the
discretion of the Corporation, the Executive’s employment may be transferred to
the Corporation’s affiliates or subsidiaries, as they may exist from time to
time.


 


1.03         Notwithstanding 1.02, the Corporation
acknowledges and agrees that the Executive’s principal residence is and shall
remain in  Barbados.


 


Term of Agreement


 


1.04         The Corporation hereby agrees to employ
the Executive and the Executive hereby accepts employment, in accordance with
the terms and conditions of this Agreement, commencing on February 24,
2010 (the “Employment Commencement Date”). 
The period of the Executive’s employment under this Agreement will be
referred to as the “Employment Term.” 
Subject to the Corporation’s obligation to provide severance benefits
and the parties’ obligation to provide a Notice of Termination (as defined
below), the Executive and the Corporation acknowledge that this employment
relationship may be terminated at any time and for any or no cause or reason at
the option of either the Executive or the Corporation.


 

















 


ARTICLE TWO —
COMPENSATION


 


Base Salary


 


2.01         As of the Employment Commencement Date,
the Executive’s annualized base salary will be $343,120 (USD), payable in
accordance with the Corporation’s normal payroll practices for employees
generally, and will be subject to annual review in accordance with the
Corporation’s normal review process for other similarly situated senior
executives.


 


Incentive
Compensation


 


2.02         The Executive will be eligible to
participate in Biovail Corporation’s (“Biovail’s”) short term annual incentive
compensation plan as such plan may be amended from time to time (the “Short
Term Incentive Plan”) in accordance with the terms of the Short Term Incentive
Plan.


 


Equity
Compensation


 


2.03         Eligibility and Terms.


 


The Executive will be
eligible to participate in Biovail’s equity compensation plan, as such plan may
be amended from time to time (the “Equity Compensation Plan”), in accordance
with the terms of the Equity Compensation Plan, except as may be otherwise
indicated in this Agreement.


 


Employee Benefits


 


2.04         During the Employment Term, the
Executive will be eligible to participate in employee benefit plans and
programs that are offered to the Corporation’s other similarly-situated senior
executives in accordance with the terms of such plans as they may change from
time to time.  Nothing in this
Agreement shall preclude the Corporation or any affiliate of the Corporation
from terminating or amending any employee benefit plan or program from time to
time before or after the Employment Commencement Date.


 


Expenses


 


2.05         The Executive shall be reimbursed for
reasonable out of pocket business expenses, including travel and entertainment
expenses, actually and properly incurred by the Executive in the course of
performing the Executive’s services hereunder, upon furnishing to the
Corporation reasonable supporting statements and vouchers; provided, however,
that in any financial year in which the Corporation has provided to the
Executive an approved budget, such expenses must not exceed the amount so
budgeted without the prior written approval from the President.


 


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Housing Allowance


 


2.06         While on assignment in Barbados, the
Executive will receive a housing allowance in the amount of $6,000 USD per
month.


 


Travel Allowance


 


2.07         While on assignment in Barbados, the
Executive will be provided with reimbursement for the cost of two return
airline tickets for travel home twice per year.


 


Company Vehicle


 


2.08         A company car will be provided to the
Executive and related expenses will be paid or reimbursed by the Corporation.


 


Vacation


 


2.09         The Executive will be eligible for four (4) weeks of vacation
annually, to be taken in accordance with the terms of the Corporation’s
Vacation Policy, without regard to any lesser amount of vacation time set forth
therein.  Notwithstanding the foregoing,
the Executive’s eligibility for vacation in the year the Employment Term
commences will be pro-rated in the manner specified in the Corporation’s
Vacation Policy.  Eligibility for
increases to vacation entitlement will be in accordance with local regulations.


 


ARTICLE THREE —
TERMINATION AND RESIGNATION


 


Termination Date


 


3.01         For the purposes of this Agreement,
“Termination Date” shall mean the date designated as the last day of the
Executive’s employment or term of office with the Corporation as specified in a
notice of termination given by the party that issues a notice of termination to
the other party.


 


Termination of
Employment By The Corporation Without Cause or By The Executive For Good Reason


 


3.02         If the Executive’s employment with the
Corporation is terminated involuntarily either by a termination by the
Corporation without Cause or a termination by the Executive for Good Reason,
then, in addition to any benefits or compensation accrued, earned and due to
the Executive but not yet paid as of the Termination Date, the Executive will
be eligible for the severance payments and benefits as described in this Section 3.02;
provided that (i) the Executive continues to comply with the Restrictive
Covenants (as defined below in Article Four); and (ii) the Executive
executes, and does not revoke, a written waiver and release of all claims,
demands and causes of action against the Corporation and related parties in a
form prescribed by the Corporation, as limited by Section 3.10
(“Release”):


 


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(a)           Within 60 days following the
Executive’s Termination Date, the Executive will be paid a lump sum severance
payment equal to (i) an amount that is one
(1) times the Executive’s base salary (calculated using the
Executive’s highest annual base salary in the three years prior to the
Executive’s Termination Date) plus (ii) an amount that is one (1) times the Executive’s
target level of annual incentive compensation for the year prior to the year in
which the Executive’s Termination Date occurs;


 


(b)           The Executive will be entitled to a
pro-rated portion of the Executive’s target level of annual incentive
compensation under the Short Term Incentive Plan for the year in which the
Executive’s Termination Date occurs. The pro-rated portion will be based on the
number of months (rounded to the next highest number for a partial month) of
the calendar year that elapsed prior to the Executive’s Termination Date and
will be calculated and paid in accordance with the terms of the Corporation’s
Short Term Incentive Plan; and


 


(c)           Until the earlier of (i) the date that ends a
period of one (1) year following the Executive’s Termination Date, and (ii) the
date, or dates, on which the Executive is eligible to receive benefits under
the same type of plan of a subsequent employer (the “Benefit Period”), the
Corporation will pay to the Executive a monthly payment on the first payroll
date of each month equal to the cost of continued medical and dental coverage
for the Executive and the Executive’s covered dependents under the medical and
dental plans of the Corporation, less the amount that the Executive would be
required to contribute for medical and dental coverage if the Executive were an
active employee.  These payments will
commence on the Corporation’s first payroll date after the Executive’s
Termination Date and will continue until the end of the Benefit Period (and not
beyond the end of the Benefit Period).


 


Termination of
Employment By The Corporation For Cause Or The Executive’s Voluntary
Resignation Without Good Reason


 


3.03         If the employment of the Executive is
terminated by the Corporation for Cause or if the Executive voluntarily resigns
from employment without Good Reason, then the Executive will forfeit the
Executive’s right to receive any salary, Short Term Incentive Plan
compensation, Equity Compensation Plan compensation or other compensation that
has not been fully accrued at the time the Executive’s employment terminates;
provided, however, that the Executive will be entitled to receive any benefits
or compensation accrued, earned and due to the Executive but not yet paid as of
the Executive’s Termination Date.


 


Death
or Disability


 


3.04         The Executive’s employment will
terminate automatically upon the Executive’s death.  The Corporation may terminate the Executive’s
employment if illness, disease, or physical or mental incapacity render the
Executive generally incapable of performing the Executive’s duties or unfit to
advance or represent the Corporation on a daily basis for a period of twelve
(12) consecutive months and within such twelve (12) months, the Executive fails
to produce to the Corporation a medical opinion indicating a reasonable 


 


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time for the return of
the Executive to the full-time assumption of the Executive’s past duties and
responsibilities.  Nothing herein is
intended to circumvent or abridge the Corporation’s short-term disability
policy or long-term disability plan.  In
the event of termination pursuant to the terms of this Section 3.03, the
Executive or the Executive’s estate, as applicable, will be entitled to receive
any salary, benefits or other amounts accrued, earned and due to the Executive
but not yet paid as of the Executive’s Termination Date.


 


Cause


 


3.05         For purposes of this Agreement, Cause
includes:


 


(a)           conviction of the Executive, or the
entering of a guilty plea or a plea of no contest by the Executive, with
respect to a felony, any crime involving fraud, larceny or embezzlement or any
other crime involving moral turpitude which may subject the business to damage
in any way, or if generally known, would damage the business interests or
reputation of the Corporation or any of its affiliates;


 


(b)           any act of fraud, misappropriation,
material dishonesty, embezzlement or similar conduct involving the Corporation
or any affiliates;


 


(c)           a material breach by the Executive of
the Executive’s duties hereunder (other than as a result of incapacity due to
physical or mental impairment) which is demonstrably willful and deliberate on
the part of the Executive or which is committed in bad faith or without
reasonable belief that such breach is in the best interests of the Corporation;


 


(d)           a material breach by the Executive of
the Executive’s duties hereunder (other than as a result of incapacity due to
physical or mental impairment), except as identified in Section 3.05(c) above,
which breach is not remedied by the Executive within 30 days after receipt of
written notice from the Corporation specifying such breach; or


 


(e)           the Executive’s failure to comply in
any material way with any of the provisions of this Agreement.


 


Good
Reason


 


3.06         For purposes of this Agreement, a
voluntary resignation by the Executive will be deemed to be a termination for
Good Reason if:


 


(a)           The Corporation makes:  (i) any assignment to the Executive of
any duties which are materially inconsistent with the Executive’s position; (ii) any
material reduction in the Executive’s authority, responsibilities or status; or
(iii) a material reduction to the Executive’s base salary;


 


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(b)           The Executive notifies the
Corporation in writing of the Executive’s belief that the Corporation has taken
an action identified in Section 3.06(a) within thirty (30) days of
the event at issue;


 


(c)           The Corporation has not remedied the
situation within thirty (30) days after receipt of written notice from the
Executive;


 


(d)           The Executive provides a Notice of
Termination within thirty (30) days after the Corporation’s opportunity to remedy
the situation has expired; and


 


(e)           After a period of 5 years from the
commencement of the assignment in Barbados (February 28, 2011), the
Corporation is unable to provide the Executive with a position deemed
comparable by the Corporation in another location other than Barbados.


 


Change
in Control


 


3.07         (a)           The
Corporation shall provide the payments and benefits described in Section 3.07(b) below
only if:  (i) the Executive
continues to comply with the Restrictive Covenants (as such term is defined below
in Article Four); and (b) the Executive executes, and does not
revoke, a Release (as defined above in Section 3.02).


 


(b)           Upon a Change in Control (as defined
below in Section 3.07(c)), and an involuntary termination of the
Executive’s employment either by the Corporation without Cause or by the
Executive for Good Reason, which termination occurs within a period of twelve
(12) months following the Change in Control, the Corporation shall provide to
the Executive, in addition to any benefits or compensation accrued, earned and
due to the Executive but not yet paid as of the Executive’s Termination Date,
but in lieu of any payments or benefits to which the Executive is or might be
entitled under Section 3.02 above:


 


(i)                                     a
lump sum severance payment of (a) an amount that is equal to two (2) times the Executive’s
base salary (calculated using the Executive’s highest annual base salary in the
three years prior to the Executive’s Termination Date) plus (b) an amount
that is equal to two (2) times
the Executive’s target level of annual incentive compensation under the Short
Term Incentive Plan for the year prior to the year in which the Executive’s
Termination Date occurs, payable within thirty (30) days of the Executive’s
Termination Date; and


 


(ii)                                  any
unvested equity compensation awards held by the Executive shall automatically
accelerate and become one hundred percent (100%) vested and, as applicable,
exercisable, as of the Executive’s Termination Date.


 


(c)           For the purpose of
this Section 3.07, “Change in Control” means the happening of any of the
following events:


 


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(i)             the completion of
a transaction pursuant to which (A) the Corporation goes out of existence
or (B) any person, or any Associate (as such terms defined in National
Instrument 45-106 - Prospectus and
Registration Exemptions, as amended from time to time, or such other
successor rules, instruments or policies from time to time of Canadian
provincial securities regulatory authorities which may govern trades of
securities to employees, officers, directors or consultants (“NI45-106”)) or
Related Entity (as such term is defined in NI45-106) of such person (other than
the Corporation, any trustee or other fiduciary holding securities under any
employee benefit plan of the Corporation or a Related Entity, or any company
owned, directly or indirectly, by the shareholders of the Corporation in
substantially the same proportions as their ownership of common shares of the
Corporation) hereafter acquires the direct or indirect “beneficial ownership”
(as defined by the Canada Business
Corporations Act) of securities of the Corporation representing 50%
or more of the aggregate voting power of all of the Corporation’s then issued
and outstanding securities;


 


(ii)          the lease,
exchange, license, sale or other similar disposition of all or substantially
all of the Corporation’s assets in one transaction or a series of related
transactions to a person, or any Associate or Related Entity of such person
(other than an Associate or Related Entity of the Corporation, any trustee or
other fiduciary holding securities under any employee benefit plan of the
Corporation or a Related Entity, or any company owned, directly or indirectly,
by the shareholders of the Corporation in substantially the same proportions as
their ownership of common shares of the Corporation);


 


(iii)       the dissolution
or liquidation of the Corporation except in connection with the distribution of
assets of the Corporation to one or more persons which were Related Entities
prior to such event;


 


(iv)      during any period
of 24 consecutive months beginning on or after the date of the Equity
Compensation Plan, the persons who were members of the Board immediately before
the beginning of such period (the “Incumbent Directors”) cease (for any reason
other than death) to constitute at least a majority of the Board or the board
of directors of any successor to the Corporation, provided that any director
who was not a director as of the date of the Equity Compensation Plan shall be
deemed to be an Incumbent Director if such director is elected to the Board by,
or on the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors either actually or by prior
operation of the foregoing unless such election, 


 


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recommendation or approval occurs as a result of an
actual or threatened election contest or other actual or threatened
solicitation of proxies or contests by or on behalf of a person other than a
member of the Board; or


 


(v)         a merger,
amalgamation, arrangement or consolidation of the Corporation with any other
corporation other than a merger, amalgamation, arrangement or consolidation
that would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Corporation or such surviving entity outstanding immediately after such
merger, amalgamation, arrangement or consolidation; provided, however, that a
merger, amalgamation, arrangement or consolidation effected to implement a
recapitalization of the Corporation (or similar transaction) in which no person
(other than those covered by the exceptions in (i) above) acquires more
than 50% of the combined voting power of the Corporation’s then outstanding
securities shall not constitute a Change in Control.


 


Notice
of Termination


 


3.08         Any termination of employment by the
Corporation or by the Executive shall be communicated by notice of termination
to the other party hereto given in accordance with Section 5.09 (a “Notice
of Termination”).  For purposes of this
Agreement, Notice of Termination means a written notice that (a) identifies
the specific termination provision in the Agreement relied upon, and (b), to
the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision identified, and (c)(i), in the case of a
termination by the Corporation, specifies the Executive’s Termination Date
which shall not be less than fifteen (15) nor more than sixty (60) days after
the giving of such notice; or (ii) in the case of a termination by the
Executive without Good Reason, shall not be less than ninety (90) days after
the giving of such notice.


 


Payments After
Termination of Employment


 


3.09         Payments made by the Corporation to the
Executive pursuant to this Agreement after the Executive’s Termination Date
will be made by courier delivery service to the last address provided for
notices to the Executive pursuant to Section 5.09 of this Agreement.


 


Release


 


3.10         The Release identified in Sections 3.02
and 3.07 will not require the Executive to release any right the Executive may
have to indemnification as an officer, director or 


 


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employee of the Corporation
(or any affiliate thereof) pursuant to the articles of incorporation or bylaws
(or other governing instruments) of the Corporation (or any affiliate thereof)
or any vested benefits to which the Executive may be entitled under any
employee benefit plan.


 


ARTICLE FOUR —
EXECUTIVE’S OBLIGATIONS


 


Confidentiality


 


4.01         The Executive agrees to be bound by the
terms of the confidentiality agreement (the “Confidentiality Agreement”) dated
the date hereof, which Confidentiality Agreement has been read, understood and
executed by the Executive, is attached hereto as Schedule A, and is
incorporated by reference into this Agreement. 
In the event of a conflict between the terms of this Agreement and the
terms of the Confidentiality Agreement, the terms of this Agreement shall
govern.


 


Non-Competition


 


4.02         The Executive acknowledges that the
Corporation currently conducts business activities in North America and
Barbados (the “Territory”).  The
Executive further acknowledges that, in the future, the business activities are
expected to substantially expand territorially. 
Accordingly, the Executive hereby agrees and covenants that he shall not
during the Employment Term and for a period of one (1) year following the
Executive’s Termination Date for involuntary termination by the Corporation for
Cause, voluntary termination by the Executive, or termination following a
Change in Control, directly or in any manner whatsoever, including without
limitation, either individually, in partnership, jointly or in conjunction with
any other individual, partnership, corporation, unincorporated organization,
trust, joint venture, the Crown or any agency or instrumentality thereof of any
juridical entity, in the Territory (excluding, as applicable, any portions of
the Territory in which the Corporation is no longer carrying on business at the
relevant time) or in any other regions or countries where the Corporation may
be carrying on business at the relevant time:


 


(a)                                  carry on, be engaged
in, take part in or be a party to any Competitive Activity, directly or
indirectly; or


 


(b)                                 consult, advise, render
services to, lend money to, guarantee the debts or obligations of or permit the
use of his name or any part thereof for any Competitive Activity.


 


For the purposes of this Section 4.02,
a Competitive Activity shall be defined as that part, division or unit of any
business: (i) that competes with or plans to actively compete with the
business activities of the Corporation through, but not limited to, the
formulation, clinical testing, registration, manufacturing or marketing of
specialty pharmaceuticals and/or drug delivery technologies in the therapeutic
categories on which the Corporation is focused, which include central nervous
system disorders, pain 


 


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management,
cardiovascular disease, type II diabetes, and any other category in which the
Corporation is focused in the future and excludes areas in which the
Corporation is not actively engaged at the relevant time, (ii) with which
the Corporation has a product(s) licensing agreement, (iii) in which
the Corporation has a minority equity interest, or (iv) with which the
Corporation is at the time actively negotiating a commercial relationship. For
greater certainty, any specific and separate part, division or unit of any
business that is not as described above in this paragraph shall not constitute
a Competitive Activity for the purposes of this non-competition covenant.


 


During
the continuance of his employment, the Executive shall not (other than solely
as a holder of not more than three per cent (3%) of the issued and outstanding
voting shares of any public corporation or as a shareholder of the Corporation)
without the written approval of the board of directors of the Corporation, directly
or indirectly, either individually or in partnership or in conjunction with any
person, firm, association, syndicate, company or corporation as principal,
agent, director, manager, servant, shareholder or in any other manner
whatsoever) carry on or be engaged in or be concerned with or interested in any
business or vocation whatsoever which would be reasonably judged to be a
Competitive Activity or would impede the Executive in performing his duties as
outlined herein.


 


The
Executive may at any time, or from time to time, request the Corporation to
advise the Executive in writing whether or not the Corporation considers a
specified business to be a Competitive Activity.  Any such request shall be made by written notice
to the Corporation that includes:  (i) the
name of the specific business unit for which the Executive proposes to provide
services; (ii) the name or names of any parent companies of such business
unit; (iii) a description of the specific services which the Executive
proposes to perform for such business unit; (iv) a statement as to why the
Executive believes that the performance of such services will not adversely
affect the Corporation’s legitimate interests.


 


Non-Solicitation


 


4.03         The Executive hereby covenants and
agrees that the Executive shall not, during the Employment Term and for a
period of twelve (12) months  thereafter,
solicit or contact, either directly or indirectly, any of the Customers,
Prospective Customers or any suppliers of the pharmaceutical compounds used by
the Corporation on the Executive’s own behalf, or on behalf of any entity, by
which the Executive is hired or retained where such solicitation or contact has
the purpose, intent or effect of inducing or attempting to induce any of the
Customers, Prospective Customers or suppliers of the pharmaceutical compounds
used by the Corporation to cease to deal or to decline to deal with the
Corporation, to alter the products or quantities of products acquired from or
supplied to the Corporation, or to alter the terms on which any of them deal
with the Corporation. “Customers” means customers of the Corporation with which
the Executive had personal contact or had supervision over the efforts of those
who had direct personal contact with such customers during the last two (2) years
of the 


 


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Employment Term.  “Prospective Customer” means any
organizations or entities with which the Executive had contact, and which had
been actively contacted and solicited for their business by representatives of
the Corporation, both during the last two (2) years of the Employment
Term.


 


Non-Hiring


 


4.04         The Executive hereby covenants and
agrees that the Executive shall not, during the Employment Term and for a
period of twelve (12) months  thereafter,
either directly or indirectly, solicit or endeavour to solicit any of the
Corporation’s employees with the purpose, intent or effect of having such
employees cease their employment with the Corporation, and shall not for a
period twelve (12) months  from the
end of the term of this Agreement hire or assist in the hiring of any of the
Corporation’s employees on the Executive’s own behalf or on behalf of any
entity by which the Executive is hired or retained or with which he is
associated in any other manner. 
Notwithstanding the foregoing, the Executive shall not be considered in
breach of this section should the Executive solicit for hiring such Executive’s
administrative assistant.


 


Injunctive Relief


 


4.05         The Executive acknowledges and agrees
that the agreements and covenants in this Article Four are essential to protect
the business and goodwill of the Corporation and that a breach by the Executive
of the covenants in Sections 4.01, 4.02, 4.03 and 4.04 hereof could result in
irreparable harm to the Corporation for which the Corporation could not be
adequately compensated in damages and that, accordingly, the Corporation may
have no adequate remedy at law if the Executive breaches such provisions.  Consequently, if the Executive breaches any
of such provisions, the Corporation shall have, in addition to and not in lieu
of, any other rights and remedies available to it under any law or in equity,
the right to obtain injunctive relief to restrain any breach or threatened
breach thereof and to have such provisions specifically enforced by any court
of competent jurisdiction.


 


Severability of
Covenants in Full or in Part


 


4.06         The parties acknowledge that the
provisions of Article Four hereof (the “Restrictive Covenants”) are
reasonable in geographic and temporal scope and in all other respects.  If any court of competent jurisdiction
determines that any of the Restrictive Covenants or any part thereof, is or are
invalid or unenforceable, the Executive and the Corporation agree that the
remainder of the Restrictive Covenants shall not be affected by the deemed
invalid portions.


 


Assignment of IP


 


4.07         The Executive shall disclose to the
Corporation any and all Intellectual Property (as defined in the
Confidentiality Agreement) which the Executive may make solely, jointly, or in
common with other employees during the term of the Executive’s employment
within the Corporation and which relates to the business.  Any Intellectual Property coming within the
scope of the business made and/or developed by the 


 


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Executive while in the
employ of the Corporation, whether or not conceived or made during regular
working hours, and whether or not the Executive is specifically instructed to
make or develop same, shall be for the benefit of the Corporation and shall be
regarded as work made in the course of employment for the purposes of the Copyright Act (Canada).  The Executive assigns, sets over and
transfers to the Corporation the Executive’s entire right, title and interest
in and to any and all of the Intellectual Property and to all letters patent
and applications for letters patent which may be, or may have been filed and/or
issued by or to the Executive or on the Executive’s behalf and the Executive
agrees to execute and deliver to the Corporation any and all instruments
necessary or desirable to accomplish the foregoing and, in addition, to do all
lawful acts which may be necessary or desirable to assist the Corporation to
obtain and enforce protection of the Intellectual Property, without the
requirement for additional compensation. 
To the extent of any rights the Executive may have with respect to the
Intellectual Property which are not assignable, including but not limited to
moral rights, the Executive hereby waives same. 
The Executive will execute and deliver to the Corporation or its
successors and assigns, including after the Employment Term, such other and
further assignments, instruments and documents as the Corporation from time to
time reasonably may request for the purpose of establishing, evidencing, and
enforcing or defending its complete, exclusive, perpetual, and world-wide
ownership of all rights, titles, and copyrights, in and to the Intellectual
Property, without the requirement for additional compensation. The Executive
constitutes and appoints the Corporation as agent and attorney-in-fact, with
full power of substitution, to execute and deliver such assignments,
instruments, documents as the Executive may fail to or refuse to execute and
deliver, this power and agency being coupled with an interest and being irrevocable.


 


Standards of
Business Conduct


 


4.08         The Executive acknowledges and agrees
that the Executive has read and understood and agrees to be bound by Biovail’s
Standards of Business Conduct, which is attached hereto as Schedule B.


 


No Conflicting
Obligations


 


4.09         The Executive warrants to the
Corporation that:


 


(a)           the performance of the Executive’s
duties as an employee of the Corporation will not breach any agreement or other
obligation to keep confidential the Confidential Information of any third party;
and


 


(b)           the Executive is not bound by any
agreement with or obligation to any third party that conflicts or interferes
with the Executive’s obligations as an employee of the Corporation.


 


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ARTICLE FIVE -
INTERPRETATION AND ENFORCEMENT


 


Independent Legal
Advice


 


5.01         The Executive has had the opportunity
to receive independent legal advice regarding this Agreement (for which the
Executive has been reimbursed by the Corporation), and the Executive agrees to
the terms and conditions of this Agreement.


 


Severability


 


5.02         The parties further acknowledge that if
any provision contained in this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.


 


Sections and
Headings


 


5.03         The division of this Agreement into
Articles and Sections and the insertion of headings are for the convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.


 


Number and Gender


 


5.04         In this Agreement words importing the
singular number only shall include the plural and vice versa and words
importing the masculine gender shall include the feminine and neuter genders
and vice versa.


 


Entire Agreement


 


5.05         This Agreement and all the Schedules
hereto constitute the entire Agreement between the parties with respect to the
subject matters hereof and cancel and supersede any prior understandings and
agreements between the parties with respect thereto (including, but not limited
to, the Executive’s employment agreement dated June 16, 2008 and any
agreement involving an entity for whom the Executive provides or has provided
consulting services).  There are no
representations, warranties, forms, conditions, undertakings or collateral
agreements, express or implied, between the parties other than as expressly set
forth in this Agreement.


 


Amendments and
Waivers


 


5.06         No amendment to this Agreement shall be
valid or binding unless set forth in writing and duly executed by both
parties.  No waiver of any breach of any
term or provision of this Agreement shall be effective or binding unless made
in writing and signed by the party purporting to give the same and, unless
otherwise provided in written waiver, shall be limited to the specific breach
waived.


 


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Governing Law


 


5.07         This Agreement shall be deemed to have
been made in and shall be construed in accordance with the laws of Barbados and
all legal proceedings contemplated in this Agreement shall be brought in, and
be governed by, the laws of Barbados, without regard to principles of conflicts
of law.


 


Notices


 


5.08         Any
demand, notice or other communication (hereinafter in this Section 5.09
referred to as a “Communication”) to be made or given in connection with this
Agreement shall be made or given in writing and may be made or given by
personal delivery addressed respectively to the recipients:


 


To the Executive:


 


Michel Chouinard


 


To the Corporation:


 


Biovail Laboratories
International, SRL


Welches  Christ
Church


Barbados,
WI 17154


Attn:
President


 


or such other address or
individual as may be designated by notice by either party to the other.  Any communication made or given by personal
delivery shall be conclusively deemed to have been given on the day of the
actual delivery thereof.


 


Benefit of
Agreement


 


5.09         This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, legal personal representatives, successors and assigns.


 


Assignment


 


5.10         The Executive may not assign the
Executive’s rights or obligations under this Agreement without the prior
written consent of the Corporation which consent may be unreasonably
withheld.  The Corporation may
unilaterally assign this agreement to an affiliate without consent but on
notice to the Executive.


 


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Execution of
Agreement


 


5.11         The Executive acknowledges that the
Executive has executed this Agreement freely; that the Executive has reviewed
this Agreement thoroughly; that the Executive agrees with its contents; and
that the terms herein are reasonable for the fair protection of both the
Executive and the Corporation.


 


[SIGNATURE
PAGE FOLLOWS]


 


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IN
WITNESS WHEREOF, the
parties have executed this Agreement on the dates identified below at St.
Michael, Barbados.


 


	
  BIOVAIL
  LABORATORIES

  	
  EXECUTIVE

  
	
  INTERNATIONAL
  SRL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ WILLIAM WELLS

  	
   

  	
  /s/ MICHEL CHOUINARD

  
	
  Name:

  	
  WILLIAM WELLS

  	
   

  	
  MICHEL CHOUINARD

  
	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  February 24, 2010

  	
   

  	
  Date: February 24,
  2010

  



 


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SCHEDULE
A


 


CONFIDENTIALITY
AGREEMENT


 


“SCHEDULE
A”


 


BIOVAIL
CORPORATION


 


(and its
Subsidiaries, Divisions, and Affiliates)


 


CONFIDENTIALITY AGREEMENT


 


As an employee of Biovail
Corporation (the “Corporation”), I acknowledge that I may acquire or have disclosed
to me by the Corporation or by any affiliate, associate, or technology partner
of the Corporation, either directly or indirectly, in writing, conversation, or
through observation, various information about the business of the Corporation
which is not in the public domain and which the Corporation does not wish to be
divulged to other persons, companies, or third parties.  I further understand that the Corporation’s
Confidential Information (as defined below) is essential to its competitive
advantage and to its ability to be financially viable.  I further understand that the unauthorized
disclosure of such Confidential Information may cause the Corporation
irreparable injury that may not be rectified in the future.


 


Therefore, as a condition
and in consideration of my employment with the Corporation, I understand and
agree that while employed with the Corporation and for a period of time
thereafter (as more particularly described below), I am required to hold
confidential and not to disclose to anyone without the written authority from
the Corporation any knowledge, information, or facts concerning the
Corporation’s:


 


·                  research and development activities


·                  technological plans, advances, applications and
inventions


·                  technical specifications, designs and plans


·                  materials and sources of supply


·                  discoveries, inventions, trade secrets, patents


·                  financial affairs, contracts, licensing agreements,
customer lists, pricing practices, marketing strategies


 


·                  any other information regarding the Corporation, its
products and their development which is not in the public domain


 


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All of the foregoing
shall hereinafter collectively be referred to as the “Confidential
Information”.


 


For a period commencing
on the date I commenced my employment with the Corporation and ending ten (10) years
from the date of the termination of my employment with the Corporation, I shall
keep confidential any and all Confidential Information which has been disclosed
to me in writing or through oral communications and shall not divulge in any
manner whatsoever any such information to any person, firm, corporation,
partnership or similar entities without the Corporation’s written authority.


 


Should I breach or
threaten to breach this Agreement, I shall be liable to the Corporation in
equity and/or in law for damages that may be suffered by the Corporation as a
result of the breach or threatened breach. 
I understand that a breach of this Agreement may result in irreparable
harm to the Corporation such as to warrant the entitlement by the Corporation
to an interlocutory and/or permanent injunction or other equitable relief
against me, and an award of damages including punitive, exemplary and
aggravated damages, together with legal costs and expense and I specifically
agree that I will not argue the adequacy of damages or the Corporation’s
ability to seek equitable relief in any such proceeding.


 


All Confidential Information supplied by the Corporation to me during
the course of my employment and any rights related thereto, including but not
limited to rights of know how, patent, trademark and copyright, with respect to
existing products or those that are developed during or after my employment,
are and remain the exclusive and absolute property of the Corporation.


 


I shall not, except as and to the extent required to enable me to carry
out my duties with the Corporation, make any copies or reproduce the
Confidential Information nor shall I remove or cause to have removed from the premises of
the Corporation during my employment any Confidential Information unless
required to do so in order to fulfill my duties with the Corporation.  Such copies or reproductions shall be
strictly subject to the terms and conditions of this Agreement.  I shall take such steps as are necessary to
restrict access to and protect the confidentiality of such copies or
reproductions of the Confidential Information. Any such copies or reproductions
made shall become the exclusive and absolute property of the Corporation.


 


Upon request of the
Corporation, I agree to immediately surrender to the Corporation all
documentation and information - notes, drawings, recordings, manuals, letters,
correspondence, 


 


18

















 


computer data and
programs, records, books or any other materials relating to the Confidential
Information which is in my possession without my retaining any copies or
duplicates thereof.


 


I agree that this
Agreement shall be construed in accordance with the laws of the Province of
Ontario and I agree that the applicable courts of the Province of Ontario shall
have exclusive jurisdiction with respect to any dispute or breach herein and I
hereby attorn to the exclusive jurisdiction of the courts of the Province of
Ontario.


 


This Agreement shall
enure to the benefit of and shall be binding upon my successors, heirs and
attorneys.


 


The disclosure or
divulging of any Confidential Information contrary to this Agreement, or the
violation of this Agreement in any way shall result in my immediate termination
of employment, in addition to which I may be subject to criminal prosecution
and civil liability.


 


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I acknowledge and agree that I have executed this
Agreement freely and with the benefit of independent legal advice and the terms
herein are fair and reasonable.


 


 


I acknowledge and agree to the foregoing.


 


 


	
  Employee Signature:

  	
   

  	
   

  	
  Date:

  	
   

  



 


 


	
  Witness Signature:

  	
   

  	
   

  	
  Date:

  	
   

  



 


20

















 


SCHEDULE
B


 


STANDARDS
OF BUSINESS CONDUCT


 


[See
Standards of Business Conduct posted on http://www.biovail.com]


 


21