Exhibit 10.53


 


Amendment to the Amended and Restated 2004 Stock
Option Plan of Biovail Corporation dated May 16, 2007


 


THIS AMENDMENT, effective May 16, 2007,
is made to the Amended and Restated 2004 Stock Option Plan of Biovail
Corporation, as amended (the “2004 Stock Option Plan”).


 


WHEREAS, on March 14, 2007, the Board of
Directors of Biovail Corporation approved certain revisions to the amendment
provisions of the 2004 Stock Option Plan, subject to approval of the
shareholders of Biovail Corporation (the “Shareholders”);


 


AND WHEREAS, at the annual and special
meeting of Shareholders, held on May 16, 2007, the Shareholders approved
such revisions to the amendment provisions of the 2004 Stock Option Plan;


 


NOW THEREFORE the 2004 Stock Option Plan is
hereby amended as follows:


 


1.               Section 6.5(b) is
hereby deleted in its entirety and replaced with the following:


 


“(b)                 Subject
to Section 6.5(c), the Board may, without notice, at any time or from time
to time for any purpose whatsoever, and whether in whole or in part, amend,
suspend, discontinue or terminate this Plan or any provisions hereof or amend
an Option granted to a Participant or a related Option Agreement, as
applicable, in such respects as it, in its sole discretion, determines
appropriate.  No such amendment,
suspension, discontinuance or termination may, without the consent of any
Optionee or the representatives of his or her estate, as applicable, alter or
impair any rights or obligation arising from any Option previously granted to
an Optionee under this Plan unless the Board determines that the action would
not materially and adversely affect the rights of such Participant.  In addition, no such action shall be
undertaken that would cause a previously granted Option intended to qualify for
favourable treatment under Section 162(m) of the Code to cease to so
qualify.”.


 


4.               New sections 6.5(c) and 6.5(d) shall be
inserted immediately following the Section 6.5(b) and shall
state as follows:


 


“(c)     Notwithstanding anything contained herein
to the contrary, no such action as is contemplated by Section 6.5(b) is
effective until shareholder approval is obtained where such shareholder
approval is required under Section 162(m) of the Code or the rules of
the TSX and/or NYSE or the rules of any other exchange or system on which
the Company’s securities are listed or traded at the request of the
Company.  In addition, in order to become
effective, shareholder approval shall be required for:


 


(i)             any amendment to
increase the number of Common Shares reserved for issuance from treasury under
the Plan;


 


(ii)          any amendment
that would reduce the Exercise Price of an outstanding Option (including a
cancellation and reissue of an Option constituting a reduction of the Exercise
Price);


 


(iii)       any amendment to
extend the term of an outstanding Option beyond the originally scheduled expiry
date for that Option;


 


(iv)      any amendment to
the eligible participants under the Plan that would permit the introduction or
reintroduction of non-employee directors to participate under the Plan on a
discretionary basis;


 


(v)         any amendment
that would alter the transferability or assignability of Options under the
Plan; and


 


(vi)      any amendment to
the Plan to provide for other types of compensation through equity issuance,


 


unless
the change results from the application of Article 5 of the Plan.


 


(d)       The shareholders’ approval of an action
as contemplated by Section 6.5(c), if required pursuant to the terms
thereof, shall be given by approval of the holders of a majority of the Common
Shares present and voting in person or by proxy at a duly called meeting of the
shareholders.  If required by the rules of
the TSX and/or NYSE or the rules of any other exchange or system on which
the Company’s securities are listed or traded at the request of the Company,
the votes of Common Shares held directly or indirectly by Insiders benefiting
from the action shall be excluded.”.