Exhibit 10.56


 


Amendment to the 1993 Stock Option Plan, as Amended &
Restated, of Biovail Corporation dated May 16, 2007


 


THIS AMENDMENT, effective May 16, 2007,
is made to the 1993 Stock Option Plan, as Amended & Restated, of Biovail
Corporation, as amended (the “1993 Stock Option Plan”).


 


WHEREAS, on March 14, 2007, the Board of
Directors of Biovail Corporation approved certain revisions to the amendment
provisions of the 1993 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 1993 Stock Option Plan;


 


NOW THEREFORE the 1993 Stock Option Plan is
hereby amended as follows:


 


1.               Section 10 is hereby
deleted in its entirety and replaced with the following:


 


“(a)                 Subject to Section 10(b), the Board of
Directors 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
Optionee 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
of Directors determines that the action would not materially and adversely
affect the rights of such Optionee.  In
addition, no such action shall be undertaken that would cause a previously
granted option intended to qualify for favourable treatment for
performance-based compensation under Section 162(m) of the U.S.
Internal Revenue Code of 1986 (as amended) and any U.S. Treasury regulations
thereunder (“Section 162(m) of the Code”) to cease to so qualify.


 


(b)                   Notwithstanding anything contained herein to the
contrary, no such action as is contemplated by Section 10(a) 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 Toronto Stock Exchange (“TSX”) and/or New York Stock Exchange (“NYSE”) or
the rules of any other exchange or system on which the Corporation’s
securities are listed or traded at the request of the Corporation.  In addition, in order to become effective, shareholder
approval shall be required for:


 


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


 


(ii)          any amendment that would reduce the option
price of an outstanding option (including a cancellation and reissue of an
option constituting a reduction of the option 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 Section 9 of the Plan.


 


(c)                   The
shareholders’ approval of an action as contemplated by Section 10(b), if
required pursuant to the terms thereof, shall be given by approval of the
holders of a majority of the 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 Corporation’s securities are listed
or traded at the request of the Corporation, the votes of Shares held directly
or indirectly by Insiders (as defined under the TSX Company Manual, as amended
from time to time) benefiting from the action shall be excluded.”.