Exhibit 10.36


 


CONFIDENTIAL TREATMENT REQUESTED:


Portions of this Exhibit have been redacted pursuant to a request
for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.  Such
redacted portions have been replaced with “{***}” in this Exhibit.  An unredacted version of this document has
been filed separately with the Securities and Exchange Commission along with
the request for confidential treatment.


 




 








 


CREDIT AGREEMENT


 


dated as of


 


June 9, 2009


 


among


 


BIOVAIL CORPORATION,


 


The Lenders Party Hereto


 


and


 


JPMORGAN CHASE BANK, N.A., TORONTO BRANCH


 


as Administrative Agent


 






 


 


J.P. MORGAN SECURITIES INC. and SCOTIA CAPITAL INC.,


 


as Joint Bookrunners and Joint Lead Arrangers


 


 


THE BANK OF NOVA SCOTIA and NATIONAL BANK OF CANADA,


 


as Syndication Agents


 


 


HSBC BANK CANADA and THE
TORONTO-DOMINION BANK,


 


as Documentation Agents




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
  Definitions

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Defined Terms

  	
  1

  
	
  SECTION 1.02

  	
  Classification of Loans and Borrowings

  	
  24

  
	
  SECTION 1.03

  	
  Terms Generally

  	
  24

  
	
  SECTION 1.04

  	
  Accounting Terms; GAAP

  	
  24

  
	
  SECTION 1.05

  	
  Changes in Accounting Principles

  	
  25

  
	
  SECTION 1.06

  	
  Currency Matters

  	
  25

  
	
  SECTION 1.07

  	
  Conflict

  	
  25

  
	
  SECTION 1.08

  	
  Successor Legislation

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  
	
  The
  Credits

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Commitments

  	
  26

  
	
  SECTION 2.02

  	
  Loans and Borrowings

  	
  26

  
	
  SECTION 2.03

  	
  Requests for Revolving Borrowings

  	
  27

  
	
  SECTION 2.04

  	
  Bankers’ Acceptances

  	
  28

  
	
  SECTION 2.05

  	
  Swingline Loans

  	
  33

  
	
  SECTION 2.06

  	
  Letters of Credit

  	
  35

  
	
  SECTION 2.07

  	
  Funding of Borrowings

  	
  39

  
	
  SECTION 2.08

  	
  Interest Elections

  	
  39

  
	
  SECTION 2.09

  	
  Termination and Reduction of Commitments

  	
  41

  
	
  SECTION 2.10

  	
  Repayment of Loans; Evidence of Debt

  	
  41

  
	
  SECTION 2.11

  	
  Prepayment of Loans

  	
  42

  
	
  SECTION 2.12

  	
  Fees

  	
  43

  
	
  SECTION 2.13

  	
  Interest

  	
  44

  
	
  SECTION 2.14

  	
  Alternate Rate of Interest

  	
  46

  
	
  SECTION 2.15

  	
  Increased Costs

  	
  47

  
	
  SECTION 2.16

  	
  Illegality

  	
  48

  
	
  SECTION 2.17

  	
  Break Funding Payments

  	
  48

  
	
  SECTION 2.18

  	
  Taxes

  	
  49

  
	
  SECTION 2.19

  	
  Payments Generally; Pro Rata Treatment; Sharing of Set-offs

  	
  51

  
	
  SECTION 2.20

  	
  Mitigation Obligations; Replacement of Lenders

  	
  53

  
	
  SECTION 2.21

  	
  Returned Payments

  	
  54

  
	
  SECTION 2.22

  	
  Defaulting Lenders

  	
  54

  
	
  SECTION 2.23

  	
  Expansion Option

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  
	
  Representations
  and Warranties

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Organization; Powers

  	
  56

  
	
  SECTION 3.02

  	
  Authorization; Enforceability

  	
  56

  
	
  SECTION 3.03

  	
  Governmental Approvals; No Conflicts

  	
  57

  
	
  SECTION 3.04

  	
  Financial Condition; No Material Adverse Change

  	
  57

  



 

















 


	
  SECTION 3.05

  	
  Properties

  	
  58

  
	
  SECTION 3.06

  	
  Litigation and Environmental Matters

  	
  58

  
	
  SECTION 3.07

  	
  Compliance with Laws and Agreements

  	
  60

  
	
  SECTION 3.08

  	
  Investment Company Status

  	
  60

  
	
  SECTION 3.09

  	
  Taxes

  	
  60

  
	
  SECTION 3.10

  	
  ERISA

  	
  60

  
	
  SECTION 3.11

  	
  Withholdings

  	
  60

  
	
  SECTION 3.12

  	
  Canadian Pension Plan and Benefit Plans

  	
  60

  
	
  SECTION 3.13

  	
  Disclosure

  	
  61

  
	
  SECTION 3.14

  	
  Material Agreements

  	
  61

  
	
  SECTION 3.15

  	
  Solvency

  	
  62

  
	
  SECTION 3.16

  	
  Insurance

  	
  62

  
	
  SECTION 3.17

  	
  Capitalization and Subsidiaries

  	
  62

  
	
  SECTION 3.18

  	
  Security Interest in Collateral

  	
  62

  
	
  SECTION 3.19

  	
  Employment Matters

  	
  62

  
	
  SECTION 3.20

  	
  Affiliate Transactions

  	
  63

  
	
  SECTION 3.21

  	
  Common Enterprise

  	
  63

  
	
  SECTION 3.22

  	
  Canadian Anti Money Laundering Legislation

  	
  63

  
	
  SECTION 3.23

  	
  Financial Statements

  	
  63

  
	
  SECTION 3.24

  	
  Regulation U or X

  	
  63

  
	
  SECTION 3.25

  	
  Default

  	
  64

  
	
  SECTION 3.26

  	
  Restrictions

  	
  64

  
	
  SECTION 3.27

  	
  Intellectual Property

  	
  64

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  
	
  Conditions

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Effective Date

  	
  64

  
	
  SECTION 4.02

  	
  Each Credit Event

  	
  67

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  Affirmative
  Covenants

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Financial Statements; Other Information

  	
  68

  
	
  SECTION 5.02

  	
  Notices of Material Events

  	
  69

  
	
  SECTION 5.03

  	
  Existence; Conduct of Business

  	
  70

  
	
  SECTION 5.04

  	
  Payment of Obligations

  	
  71

  
	
  SECTION 5.05

  	
  Maintenance of Properties

  	
  71

  
	
  SECTION 5.06

  	
  Books and Records; Inspection Rights

  	
  71

  
	
  SECTION 5.07

  	
  Compliance with Laws; Agreements

  	
  71

  
	
  SECTION 5.08

  	
  Use of Proceeds

  	
  72

  
	
  SECTION 5.09

  	
  Insurance

  	
  72

  
	
  SECTION 5.10

  	
  Depository Banks; Control Agreements

  	
  73

  
	
  SECTION 5.11

  	
  Intellectual Property

  	
  73

  
	
  SECTION 5.12

  	
  Loan Party Assets and Revenues

  	
  74

  
	
  SECTION 5.13

  	
  Additional Barbados Security

  	
  74

  
	
  SECTION 5.14

  	
  Additional Mortgages

  	
  74

  
	
  SECTION 5.15

  	
  Additional Collateral; Further Assurances

  	
  75

  
	
  SECTION 5.16

  	
  Post Closing Items

  	
  76

  
	
  ARTICLE
  VI

  
	
  Negative
  Covenants

  



 


3

















 


	
  SECTION 6.01

  	
  Indebtedness

  	
  76

  
	
  SECTION 6.02

  	
  Liens

  	
  77

  
	
  SECTION 6.03

  	
  Fundamental Changes

  	
  78

  
	
  SECTION 6.04

  	
  Investments, Loans, Advances, Guarantees and Acquisitions

  	
  79

  
	
  SECTION 6.05

  	
  Asset Sales

  	
  80

  
	
  SECTION 6.06

  	
  Sale and Leaseback Transactions

  	
  80

  
	
  SECTION 6.07

  	
  Swap Agreements

  	
  81

  
	
  SECTION 6.08

  	
  Restricted Payments; Certain Payments of Indebtedness

  	
  81

  
	
  SECTION 6.09

  	
  Transactions with Affiliates

  	
  82

  
	
  SECTION 6.10

  	
  Restrictive Agreements

  	
  82

  
	
  SECTION 6.11

  	
  Amendment of Material Documents

  	
  83

  
	
  SECTION 6.12

  	
  Changes in Fiscal Periods

  	
  83

  
	
  SECTION 6.13

  	
  Capital of Loan Parties

  	
  83

  
	
  SECTION 6.14

  	
  Securities to be Pledged with Agent upon Request

  	
  83

  
	
  SECTION 6.15

  	
  Regulation U or X

  	
  83

  
	
  SECTION 6.16

  	
  Material Contracts

  	
  84

  
	
  SECTION 6.17

  	
  Acquisitions

  	
  84

  
	
  SECTION 6.18

  	
  Change in Control

  	
  84

  
	
  SECTION 6.19

  	
  Excluded Subsidiaries

  	
  84

  
	
  SECTION 6.20

  	
  Biovail Insurance

  	
  84

  
	
  SECTION 6.21

  	
  Pharma Pass SA

  	
  84

  
	
  SECTION 6.22

  	
  Biovail SA., Biovail Lux and Biovail UK. and Biovail SA
  Indebtedness

  	
  84

  
	
  SECTION 6.23

  	
  Minimum Interest Coverage Ratio

  	
  85

  
	
  SECTION 6.24

  	
  Maximum Total Debt to EBITDA Ratio

  	
  85

  
	
  SECTION 6.25

  	
  Minimum Equity

  	
  85

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  
	
  Events of
  Default

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
   

  	
  85

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  
	
  The
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Notices

  	
  92

  
	
  SECTION 9.02

  	
  Waivers; Amendments

  	
  93

  
	
  SECTION 9.03

  	
  Expenses; Indemnity; Damage Waiver

  	
  95

  
	
  SECTION 9.04

  	
  Successors and Assigns

  	
  96

  
	
  SECTION 9.05

  	
  Survival

  	
  100

  
	
  SECTION 9.06

  	
  Counterparts; Integration; Effectiveness; Electronic
  Execution

  	
  100

  
	
  SECTION 9.07

  	
  Severability

  	
  101

  
	
  SECTION 9.08

  	
  Right of Setoff

  	
  101

  
	
  SECTION 9.09

  	
  Governing Law; Jurisdiction; Consent to Service of Process

  	
  102

  
	
  SECTION 9.10

  	
  WAIVER OF JURY TRIAL

  	
  102

  
	
  SECTION 9.11

  	
  Headings

  	
  103

  
	
  SECTION 9.12

  	
  Confidentiality

  	
  103

  
	
  SECTION 9.13

  	
  Several Obligations; Non-reliance; Violation of Law

  	
  104

  
	
  SECTION 9.14

  	
  Disclosure

  	
  104

  



 


4

















 


	
  SECTION 9.15

  	
  Currency of Payment

  	
  104

  
	
  SECTION 9.16

  	
  Canadian Anti-Money Laundering Legislation

  	
  105

  
	
  SECTION 9.17

  	
  USA PATRIOT ACT

  	
  106

  



 


5

















 


SCHEDULES:


 


Schedule 1.01 — Significant
Subsidiaries


Schedule 2.01 — Commitments


Schedule 3.05 — Properties


Schedule 3.06 — Disclosed
Matters


Schedule 3.12 — Canadian
Pension Plan and Benefit Plans


Schedule 3.14 — Material
Contracts


Schedule 3.16 — Insurance


Schedule 3.17 — Capitalization
and Subsidiaries


Schedule 3.20 — Affiliate
Transactions


Schedule 3.27 — Intellectual
Property


Schedule 5.16 — Post Closing
Items


Schedule 6.01 — Existing
Indebtedness


Schedule 6.02 — Existing
Liens


Schedule 6.04 — Investments


Schedule 6.10 — Restrictive
Agreements


Schedule 6.21 — Pharma Pass
SA Contracts


 


EXHIBITS:


 


Exhibit A — Form of
Assignment and Assumption


Exhibit B — Form of
Borrowing Request


Exhibit C — Form of
BA Equivalent Note


Exhibit D — Form of
Increasing Lender Agreement


Exhibit E — Form of
Augmenting Lender Agreement


Exhibit F — Form of
Compliance Certificate


 


6














 


CREDIT AGREEMENT dated as of
June 9, 2009 (as it may be amended or modified from time to time, this “Agreement”),
between Biovail Corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK,
N.A., TORONTO BRANCH, as Administrative Agent.


 


The parties hereto agree as
follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01                    Defined Terms.


 


As used in this Agreement,
the following terms have the meanings specified below:


 


“ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.


 


“Acquisition” means
any acquisition (whether by purchase, merger, consolidation or otherwise) or
series of related acquisitions by any Loan Party of (a) all or
substantially all or any significant portion of the assets of a Person or
division or line of business or a business unit of a Person, or (b) all or
substantially all of the Equity Interests of a Person.


 


“Additional Guarantor”
means any direct or indirect Subsidiary of the Borrower (other than the
Significant Subsidiaries in existence as of the Effective Date), which has
become a Guarantor by delivering a Loan Guarantee in favour of the
Administrative Agent.


 


“Adjusted Equity”
means,  as of the last day of any fiscal
quarter of the Borrower, Equity of the Borrower (on a consolidated basis) on
such date, plus the sum of all amounts added back to EBITDA in respect of
acquired In-Process Research and Development Expenditures (as defined under
GAAP) pursuant to clause (a)(iv) of the definition of EBITDA during such
fiscal quarter and the previous 7 fiscal quarters of the Borrower, all as
determined in accordance with GAAP.


 


“Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as
administrative agent for the Lenders hereunder.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by
the Administrative Agent.


 


“Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.


 


“Aggregate Consideration”
means, in relation to an Acquisition, the total value of the consideration paid
or liability assumed by the purchaser making such Acquisition, less the value
of equity issued by the Borrower, (x) which is issued as part of the
purchase price for such Acquisition; or (y) the


 

















 


proceeds
of which are invested in the Borrower specifically to provide all or part of
the purchase price for such Acquisition.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the U.S.
Base Rate in effect on such day and (b) the Federal Funds Effective Rate
in effect on such day plus 1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a
one (1) month Interest Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%, provided that,
for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based
on the rate appearing on the Reuters Screen LIBOR01 Page (or on any
successor or substitute page) at approximately 11:00 a.m. London time on
such day.  Any change in the Alternate
Base Rate due to a change in the U.S. Base Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate shall be effective from and including the
effective date of such change in the U.S. Base Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively.


 


“Applicable Law”
means (a) any domestic or foreign statute, law (including common and civil
law), treaty, code, ordinance, rule, regulation, restriction or by-law (zoning
or otherwise); (b) any judgement, order, writ, injunction, decision,
ruling, decree or award; (c) any regulatory policy, practice, guideline or
directive; or (d) any franchise, licence, qualification, authorization,
consent, exemption, waiver, right, permit or other approval of any Governmental
Authority, binding on or affecting the Person referred to in the context in
which the term is used or binding on or affecting the property of such Person,
in each case whether or not having the force of law.


 


“Applicable Percentage”
means, with respect to any Lender, the percentage of the total Commitments represented
by such Lender’s Commitment; provided that in the case of Section 2.19
when a Defaulting Lender shall exist, “Applicable Percentage” shall mean
the percentage of the total Commitments (disregarding any Defaulting Lender’s
Commitment) represented by such Lender’s Commitment.  If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments and to
any Lender’s status as a Defaulting Lender at the time of determination.


 


“Applicable Rate”
means, for any day, with respect to any Borrowing, or with respect to the
facility fees payable hereunder, as the case may be, the applicable rate per
annum set forth in the table below with respect to the applicable Type of
Borrowing applicable at such time or for such period as determined by reference
to the Total Debt to EBITDA Ratio most recently certified to the Agent and the
Lenders pursuant to Section 5.01(c):


 


	
  Level

  	
   

  	
  Total Debt to EBITDA

  Ratio

  	
   

  	
  Prime Rate/

  Alternate Base

  Rate

  	
   

  	
  Adjusted LIBO Rate/

  BA stamping fee/

  Letters of Credit

  	
   

  	
  Facility Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than or equal to 0.50 to 1.00

  	
   

  	
  2.50

  	
  %

  	
  3.50

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

  	
  Greater than 0.50 to 1.00 but less than or equal to
  1.25 to 1.00

  	
   

  	
  3.00

  	
  %

  	
  4.00

  	
  %

  	
  0.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

  	
  Greater than 1.25 to 1.00 but less than or equal to
  2.00 to 1.00

  	
   

  	
  3.50

  	
  %

  	
  4.50

  	
  %

  	
  0.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

  	
  Greater than 2.00 to 1.00

  	
   

  	
  4.00

  	
  %

  	
  5.00

  	
  %

  	
  0.75

  	
  %

  



 


2

















 


Adjustments, if any,
to the Applicable Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Compliance Certificate;
provided that if a Default has occurred and is continuing, the Applicable Rate
shall not be reduced until such time as such Default has been cured or
waived.  If the Borrower fails to deliver
the Compliance Certificate to the Administrative Agent at the time required
hereunder, then the Applicable Rate shall be the highest Applicable Rate set
forth in the foregoing table until five days after such Compliance Certificate
is so delivered.  Subject to the previous
sentence, as of the Effective Date and until receipt by the Administrative
Agent of the Borrower’s financial statements for its fiscal quarter ending September 30,
2009, the Applicable Rate shall be at Level II Status.  In the event that any BA Loan or BA
Equivalent Loan is outstanding on the effective date of a change in the
Applicable Rate, there shall be a readjustment to the stamping fee initially
paid upon the issuance thereof, as follows: the stamping fee relating to the
period from the date of issuance to but excluding the effective date shall be
based upon the Applicable Rate in effect during such period; and the stamping
fee relating to the period from and including the effective date to but
excluding the date of maturity of such BA Loan or BA Equivalent Loan shall be
based upon the Applicable Rate in effect from and after the effective date; and
the Lenders and the Borrower agree to promptly make all such payments as the
Administrative Agent may advise are required in order to effect such
adjustments.


 


“Approved Fund” has
the meaning assigned to such term in Section 9.04.


 


“Assignment and
Assumption” means an assignment and assumption entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.


 


“Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Maturity Date and the date of termination of the Commitments.


 


“Available Revolving
Commitment” means, with respect to any Lender at any time, the Commitment
of such Lender then in effect minus the sum of the outstanding principal amount
of such Lender’s Revolving Loans and the LC Exposure of such Lender at such
time. For greater certainty, a Lender’s Swingline Exposure shall not be
deducted from such Lender’s Commitment in calculating “Available Revolving
Commitment”.


 


“BA Equivalent Loan”
means a Loan in Canadian dollars made by a Non-BA Lender to the Borrower in
respect of which the Borrower has issued a BA Equivalent Note.


 


“BA Equivalent Note”
means a promissory note payable by the Borrower to a Non-BA Lender in the form
of Exhibit C attached hereto.


 


“BA Lender” means any
Lender who accepts and purchases Bankers’ Acceptances.


 


“Bankers’ Acceptance”
or “BA” means a bill of exchange or a blank non-interest bearing depository
bill as defined in the Depository Bills and Notes
Act (Canada) drawn by the Borrower and accepted by a BA Lender in
respect of which the Borrower becomes obligated to pay the face amount thereof
to the holder (which may be a third party or such BA Lender) upon maturity.


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party by
any Finance Party or any Affiliate of any Finance Party:  (a) credit cards for commercial 


 


3

















 


customers
(including, without limitation, “commercial credit cards”, purchasing cards and
cardless e-payable services), (b) stored value cards and (c) treasury
management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts and interstate
depository network services).


 


“Banking Services
Obligations” of the Loan Parties means any and all obligations of the Loan
Parties to any one or more of the Finance Parties, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Banking Services.


 


“Bankruptcy Code”
means the provisions of title 11 of the United States Code, 11 U.S.C. §§101 et
seq.


 


“Barbados Property”
means the property located at Lot B, Welches, Christ Church, Barbados, WI.


 


“Biovail Insurance”
means Biovail Insurance Incorporated, a corporation incorporated pursuant to
the laws of Barbados.


 


“Biovail Insurance Trust
Indenture” means the trust indenture dated as of June 25, 2003 entered
into between Biovail Insurance, Zurich Insurance Company and others.


 


“Biovail Lux” means
Biovail International S.a.r.l., a corporation incorporated pursuant to the laws
of Luxembourg.


 


“Biovail SA” means
Biovail S.A., a corporation incorporated pursuant to the laws of Switzerland.


 


“Biovail SA Indebtedness”
means Indebtedness existing as of the date hereof owing by the Borrower and
Biovail Laboratories International SRL to Biovail SA in the maximum aggregate
principal amount of $6,100,000.


 


“Biovail UK” means
Biovail U.K. Ltd., a corporation incorporated pursuant to the laws of the
United Kingdom.


 


“Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.


 


“Borrower” means
Biovail Corporation, a corporation continued under the federal laws of Canada.


 


“Borrowing” means (a) Revolving
Loans of the same Type, made, converted or continued on the same date and, in
the case of BA Loans, BA Equivalent Loans or Eurodollar Loans, as to which a
single Interest Period is in effect, (b) a Swingline Loan or (c) the
issuance of a Letter of Credit.


 


“Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.


 


“Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks
in Toronto, Ontario are authorized or required by law to remain closed;
provided that, when used in connection with an ABR Loan, the term “Business Day”
shall also exclude any day on 


 


4

















 


which
commercial banks in New York City are authorized or required by law to remain
closed; provided further that, when used in connection with a Eurodollar Loan,
the term “Business Day” shall also exclude any day on which commercial banks in
New York City are authorized or required by law to remain closed or on which
banks are not open for dealings in dollar deposits in the London interbank
market.


 


“CDOR Rate” means on
any day the annual rate of interest which is the rate determined as being the
arithmetic average (rounded to the nearest one hundred-thousandth of one
percent (with 0.000005 being rounded up)) of the quotations of all institutions
listed in respect of the rate for Canadian dollar denominated bankers’
acceptances for the relevant period displayed and identified as such on the “Reuters
Screen CDOR Page” (as defined in the International Swap Dealer Association, Inc.
definitions, as modified and amended from time to time) as of 10:00 A.M.
Toronto, Ontario local time on such day and, if such day is not a Business Day,
then on the immediately preceding Business Day (as adjusted by the
Administrative Agent after 10:00 A.M. Toronto, Ontario local time to
reflect any error in a posted rate of interest or in the posted average annual
rate of interest).  If such rates are not
available on the Reuters Screen CDOR Page on any particular day, then the
CDOR Rate on that day shall be calculated as the arithmetic mean (rounded to
the nearest one hundred-thousandth of one percent (with 0.000005 being rounded
up)) of the rates applicable to Canadian dollar denominated bankers’
acceptances for the relevant period publicly quoted for customers in Canada by
those Lenders which are banks listed in Schedule I of the Bank Act
(Canada) as of 10:00 A.M. Toronto, Ontario local time on such day; or if
such day is not a Business Day, then on the immediately preceding Business Day.


 


“Canada Pension Plan”
means the pension benefit plan maintained by the Government of Canada.


 


“Canadian Benefit Plans”
means any plan, fund, program, policy or agreement, whether oral or written,
formal or informal, funded or unfunded, insured or uninsured, providing
employee benefits, including medical, hospital care, dental, sickness,
accident, disability or life insurance, maintained by any Loan Party or any
Subsidiary of any Loan Party or under which any Loan Party or any Subsidiary of
any Loan Party has any actual or potential liability with respect to any
employee or former employee, but shall not include any Canadian Pension Plans
or statutory plans with which any Loan Party or its Subsidiaries is required to
comply, including the Canada Pension Plan, the Quebec Pension Plan, or plans
administered pursuant to applicable provincial health tax, workers’
compensation, workers’ safety and insurance and unemployment insurance
legislation.


 


“Canadian dollars”
and “C$” means dollars in the lawful currency of Canada.


 


“Canadian Pension Plan”
means any pension plan, supplemental pension, retirement savings, deferred
profit sharing or other retirement income plan or arrangement of any kind,
registered or unregistered, established, maintained or contributed to by a Loan
Party or any Subsidiary of a Loan Party for its employees or former employees,
but does not include the Canada Pension Plan or the Quebec Pension Plan.


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent
or other amounts under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and the amount of such obligations shall be
the capitalized amount thereof determined in accordance with GAAP.


 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof),



 


5

















 


of
Equity Interests representing more than 25% of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests of the
Borrower; (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i) nominated
by the board of directors of the Borrower nor (ii) appointed by directors
so nominated; or (c) the acquisition of direct or indirect Control of the
Borrower by any Person or group.


 


“Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a) the
adoption or taking effect of any Applicable Law, (b) any change in any
Applicable Law or in the administration, interpretation or application thereof
by any Governmental Authority or (c) the making or issuance of any
Applicable Law by any Governmental Authority.


 


“Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Swingline Loans.


 


“Code” means the
Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral” means
any and all property or rights owned, leased or operated by a Person covered by
the Collateral Documents and any and all other property or rights owned, leased
or operated by any Loan Party, now existing or hereafter acquired, that may at
any time be or become subject to a security interest or Lien in favour of the
Administrative Agent (on behalf of the Lenders, and the Issuing Bank) pursuant
to the Collateral Documents in order to secure the Secured Obligations.


 


“Collateral Documents”
means each Security Document (including mortgages), each Control Agreement  and each other document granting a Lien upon any of the
Collateral as security for payment of the Secured Obligations and “Collateral
Document” means any one of them.


 


“Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The
initial amount of each Lender’s Commitment is set forth on Schedule 2.01,
or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Commitment, as applicable. 
The initial aggregate amount of the Lenders’ Commitments is $410,000,000.


 


“Compliance Certificate”
means a certificate of a Financial Officer of the Borrower furnished to the
Administrative Agent pursuant to Section 5.01(c).


 


{*}†


 


“Contracts” means
licences of Intellectual Property, manufacturing agreements, joint ventures,
marketing contacts, clinical trial contracts, research and development
contracts and all other agreements, franchises, leases, easements, servitudes,
privileges and other rights acquired from other Persons, as the same may be
amended, supplemented, restated or replaced from time to time and when used in
relation to a Person, the term “Contracts” shall mean and refer to the
Contracts to which such Person is a party or by which it is bound or to which
such Person may hereafter become a party or be bound and “Contract” means any
one thereof.


 






†
Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.


 


6

















 


“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings
correlative thereto.


 


“Control Agreement”
means an agreement, in form and substance reasonably satisfactory to the
Administrative Agent, among (a) the applicable Loan Party, (b) a
financial institution, securities broker or securities intermediary at which
such Loan Party maintains a Deposit Account or a Securities Account, and (c) the
Administrative Agent, providing for the Administrative Agent to have control over
the funds held in such Deposit Account or Securities Account.


 


“Convertible Notes”  means the 5.375% Convertible Senior Unsecured Debentures
due August 1, 2014 issued by the Borrower pursuant to the Convertible
Notes Indenture and any notes, debentures or similar instruments issued to
refinance or otherwise replace such debentures.


 


“Convertible Notes
Indenture” means that certain Indenture to be dated as of  June 10, 2009  between
the Borrower, as issuer and The Bank of New York Mellon and BNY Trust Company
of Canada, as trustees, as the same shall be amended from time to time.


 


“Cover” shall be
effected by paying to the Administrative Agent for the benefit of the Lenders
immediately available and freely transferable funds in Canadian dollars in the
full amount of outstanding BA Loans and BA Equivalent Loans, which funds shall
be held by the Administrative Agent in a collateral account maintained by the
Administrative Agent to provide for the payment of such outstanding Loans.


 


{*}†


 


“Default” means any event
or condition which constitutes an Event of Default or which upon notice, lapse
of time or both would, unless cured or waived, become an Event of Default.


 


“Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans or participations in Letters of Credit or
Swingline Loans within three Business Days of the date required to be funded by
it hereunder, (b) notified the Borrower, the Administrative Agent, the
Issuing Bank, the Swingline Lender or any other Finance Party in writing that
it does not intend to comply with any of its funding obligations under this
Agreement or has made a public statement to the effect that it does not intend
to comply with its funding obligations under this Agreement, other Loan
Documents or under other agreements in which it commits to extend credit, (c) failed,
within three Business Days after request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three Business Days of the date when due, unless
the subject of a good faith dispute, or (e) (i) become or is
insolvent or has a parent company that has become or is insolvent or (ii) become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or
custodian, appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding
or appointment or has a parent company that has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, 


 






†
Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.


 


7

















 


administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment.


 


“Deposit Account” has
the meaning set forth in Article 9 of the UCC.


 


“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters
disclosed in Schedule 3.06.


 


“dollars”, “$”,
“United States dollars” or “U.S.$” refers to lawful money of the
United States of America.


 


“Dublin Property”
means the property located at Unit 3200, Lake Drive, Citywest Business Campus,
Dublin 24, Ireland.


 


“EBITDA” means, for
any period, Net Income for such period plus (a) without duplication and to
the extent deducted in determining Net Income for such period, the sum of


 


(i) Interest Expense
for such period,


 


(ii) income tax expense
for such period,


 


(iii) all amounts
attributable to depreciation and amortization expense for such period, and


 


(iv) any extraordinary
non-cash and non-recurring charges for such period (including acquired in
process research and development write offs but excluding any loss or charge
from any sale, transfer, lease or other disposition of assets during such
period),


 


minus (b) without
duplication and to the extent included in Net Income,


 


(v) any extraordinary
non-cash and non-recurring gains, and


 


(vi) any non-cash items
of income for such period,


 


all calculated for the Borrower
and its Subsidiaries on a consolidated basis in accordance with GAAP.  Notwithstanding the foregoing, if during any
period for which EBITDA is being determined, the Borrower or any of its
Subsidiaries shall have consummated any acquisition permitted under Section 6.04
or any sale, transfer, lease or other disposition permitted under Section 6.05(f) of
any business or operating unit or group of assets, then, for all purposes of
this Agreement, EBITDA shall be determined on a pro forma basis, taking into
account the positive historical EBITDA generated by such business or operating
unit or group of assets as if such acquisition, sale, transfer, lease or other
disposition had been consummated on the first day of such period (for the
avoidance of doubt, the determination of EBITDA on a pro forma basis in
connection with any acquisition, sale, transfer, lease or other disposition of
any business or operating unit or group of assets, shall be computed using the
actual positive historical EBITDA generated by such business or operating unit
or group of assets, without any adjustment, and shall not be reduced by any
negative historical EBITDA of such business or operating unit or group of
assets).


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).


 


8














 


“Environmental Laws” means all laws,
rules, regulations, codes, guidelines, bulletins, ordinances, orders,
orders-in-council, rulings, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.


 


“Environmental Liability” means any
liability, contingent or otherwise (including any liability for damages, costs
of environmental remediation, fines, penalties or indemnities), of the Borrower
or any Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, holding,
collection, processing, transportation, storage, deposit, abandonment,
treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release, leakage or spoilage or threatened release,
leakage or spoilage of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.


 


“Environmental Order” means any order,
judgment, ruling, variance, decree, publication or declaration of or by any
Governmental Authority pursuant to any Environmental Law.


 


“Environmental Permit” means any
authorization, consent, approval, license, permit, concession, certification,
exemption or filing by or with any Governmental Authority pursuant to any
Environmental Law.


 


“Equity” means, at any particular
time, the amount which would, in accordance with GAAP, be classified upon the
consolidated balance sheet of the Borrower at such time as shareholders’ equity
of the Borrower.


 


“Equity Interests” means shares of
capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.


 


“Equivalent Amount” means, on any date
of determination, with respect to obligations or valuations denominated in one
currency (the “first currency”), the amount of another currency (the “second
currency”) which would result from the conversion of the relevant amount of the
first currency into the second currency at the 12:00 noon rate quoted by
Bloomberg on www.bloomberg.com/markets/currencies/fxc.html (Page BOFC or
such other page as may replace such page for the purpose of
displaying such exchange rates) on such date or, if such date is not a Business
Day, on the Business Day immediately preceding such date of determination, or
at such other rate as may have been agreed in writing between the Borrower and
the Administrative Agent.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.


 


“ERISA Affiliate” means any trade or
business (whether or not incorporated) that, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the
Code.


 


“ERISA Event” means (a) any “reportable
event”, as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an
“accumulated funding 


 


9

















 


deficiency” (as defined in Section 412
of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 


“Eurodollar”, when used in reference
to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.


 


“Event of Default” has the meaning
assigned to such term in Article VII.


 


“Excluded Account” means any Deposit
Account or Securities Account which is inactive.


 


“Excluded Taxes” means, with respect
to the Administrative Agent or any other Finance Party or any other recipient
of any payment to be made by or on account of any obligation of a Loan Party
hereunder, (a) taxes imposed on or measured by its net income, and
franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the laws of which
such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes or any similar tax imposed by any jurisdiction in which
the Lender is located and (c) in the case of a Foreign Lender (other than (i) an
assignee pursuant to a request by the Borrower under Section 2.20(b), (ii) an
assignee pursuant to an Assignment and Assumption made when an Event of Default
has occurred and is continuing or (iii) any other assignee to the extent
that the Borrower has expressly agreed that any withholding tax shall be an
Indemnified Tax), any withholding tax that (A) is not imposed or assessed
in respect of a Loan that was made on the premise that an exemption from such
withholding tax would be available where the exemption is subsequently
determined, or alleged by a taxing authority, not to be available and (B) is
required by Applicable Law to be withheld or paid in respect of any amount
payable hereunder or under any Loan Document to such Foreign Lender at the time
such Foreign Lender becomes a party hereto (or designates a new lending office)
or is attributable to such Foreign Lender’s failure or inability (other than as
a result of a Change in Law) to comply with Section 2.18(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from a Loan Party with respect to such withholding tax pursuant
to Section 2.18(a).  For greater
certainty, for purposes of item (c) above, a withholding tax includes any
Tax that a Foreign Lender is required to pay pursuant to Part XIII of the
ITA.


 


“Face Amount” means, in respect of a
BA or BA Equivalent Note, the amount stated therein to be payable to the holder
thereof on its maturity.


 


“Federal Funds Effective Rate” means,
for any day, the weighted average (rounded upwards, if necessary, to the next
1/100 of 1%) of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as published
on the next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) 


 


10

















 


of the quotations for such
day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.


 


“Finance Parties” means the
Administrative Agent, the Lenders, the Swingline Lender and the Issuing Bank
and “Finance Party” means any one of the Finance Parties.


 


“Financial Covenants” means the
covenants set out in Section 6.23, Section 6.24 and Section 6.25
hereof.


 


“Financial Officer” means the chief
financial officer, principal accounting officer, treasurer or controller of the
Borrower.


 


“Foreign Lender” means any Lender that
is not organized under the laws of the jurisdiction in which the Borrower is
resident for tax purposes and that is not otherwise considered or deemed in
respect of any amount payable to it hereunder or under any Loan Document to be
resident for income tax or withholding tax purposes in the jurisdiction in which
the Borrower is resident for tax purposes by application of the laws of that
jurisdiction. For purposes of this definition Canada and each Province and
Territory thereof shall be deemed to constitute a single jurisdiction and the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.


 


“GAAP” means generally accepted
accounting principles in the United States of America.


 


“Governmental Authority” means the
government of Canada or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government, including any supra-national bodies such as the
European Union or the European Central Bank and including a Minister of the
Crown, Superintendent of Financial Institutions or other comparable authority or
agency.


 


“Guarantee” of or by any Person (the “guarantor”)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account
party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness or obligation; provided, that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course
of business.


 


“Guarantors” means Biovail Americas
Corp., BTA Pharmaceuticals, Inc., Biovail Technologies Ltd., Biovail
Distribution Corporation, Prestwick Pharmaceuticals, Inc., Biovail
Pharmaceuticals LLC, Hythe Property Incorporated, Biovail Holdings
International SRL and Biovail Laboratories International SRL and each
Additional Guarantor and “Guarantor” means any one of the Guarantors.


 


11

















 


“Hazardous Materials”  means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.


 


“Hostile Acquisition” means (a) the
acquisition of the Equity Interests of a Person through a tender offer or
similar solicitation of the owners of Equity Interests of such Person which has
not been approved (prior to such acquisition) by the board of directors (or any
other applicable governing body) of such Person or by similar action if such
Person is not a corporation and (b) any such acquisition as to which such
approval has been withdrawn.


 


“Indebtedness” of any Person means,
without duplication, (a) all obligations of such Person for borrowed money
or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (f) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g) all
Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and letters
of guaranty, (j) all obligations, contingent or otherwise, of such Person
in respect of bankers’ acceptances and BA Equivalent Notes and (k) any
other Off-Balance Sheet Liability.  The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified Taxes” means Taxes other
than Excluded Taxes.


 


“Information Memorandum” means the
Offering Memorandum dated June 3, 2009 relating to the Borrower and the
Convertible Notes.


 


“Insolvency Laws” means each of the
Bankruptcy Code, the Bankruptcy and Insolvency
Act (Canada), the Companies’ Creditors
Arrangement Act (Canada), the Winding-Up and
Restructuring Act (Canada) and any other applicable state,
provincial, territorial or federal bankruptcy, insolvency or receivership laws,
each as now and hereafter in effect, any successors to such statutes and any
other applicable similar law of any jurisdiction, including any law of any
jurisdiction permitting a debtor to obtain a stay or a compromise of the claims
of its creditors against it and including any rules and regulations
pursuant thereto.


 


“Intellectual Property” means,
individually and collectively, trademarks, trademark rights, service marks,
service mark rights, business names, business name rights, trade styles, other
business identifiers, trade names, trade name rights, copyrights, patents,
patent rights, trade secrets, industrial designs, technology, inventions, know
how, internet domain names, licenses, franchises, permits and other
intellectual property, including any applications and registrations pertaining
thereto and with respect to trademarks, service marks and tradenames, the
goodwill of the business symbolized thereby and connected with the use thereof.


 


12

















 


“Interest Election Request” means a
request by the Borrower to convert or continue a Revolving Borrowing in accordance
with Section 2.08.


 


“Interest Expense” means, with
reference to any period, total interest expense (including that attributable to
Capital Lease Obligations) of the Borrower and its Subsidiaries for such period
with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries (including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers’ acceptance financing and
net costs under Swap Agreements in respect of interest rates to the extent such
net costs are allocable to such period in accordance with GAAP), calculated on
a consolidated basis for the Borrower and its Subsidiaries for such period in
accordance with GAAP.


 


“Interest Payment Date” means (a) with
respect to any ABR Loan or Prime Rate Loan (other than a Swingline Loan), the
last day of each of March, June, September and December, (b) with
respect to any BA Loan, BA Equivalent Loan or Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Borrowing by way of BAs, BA Equivalent Loans or
Eurodollars with an Interest Period of more than three (3) months’
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three (3) months’ duration after the first day of such
Interest Period, and (c) with respect to any Swingline Loan, the day that
such Loan is required to be repaid.


 


“Interest Period” means (a) with
respect to any Eurodollar Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter, as the Borrower may elect,
and (b) with respect to any Borrowing by way of BAs or BA Equivalent
Loans, the period commencing on the date of such Borrowing and ending 30, 60,
90 or 180 days thereafter, subject to availability, as the Borrower may elect;
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of Eurodollar Borrowings only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of
a Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of
the most recent conversion or continuation of such Borrowing.


 


“Issuing Bank” means JPMorgan Chase
Bank, N.A., Toronto Branch in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.06(i).  The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“ITA” means the Income Tax
Act (Canada), as amended.


 


“Judgment Currency” has the meaning
assigned to such term in Section 9.15(a).


 


“Judgment Currency Conversion Date”
has the meaning assigned to such term in Section 9.15(a).


 


“LC Disbursement” means a payment made
by the Issuing Bank pursuant to a Letter of Credit.


 


13

















 


“LC Exposure” means, at any time, the
sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such
time.  The LC Exposure of any Lender at
any time shall be its Applicable Percentage of the total LC Exposure at such
time.


 


“Leased Properties” means each of the
properties listed on Schedule 3.05  and “Leased
Property” means any one of them.


 


“Legal Requirement” means with respect
to any Person any law, statute, ordinance, decree, requirement, directive,
order, judgment, treaty, rule, guideline, bulletin, license, permit, code or
regulation having the force of law, or with which it is customary or prudent
for a Lender or the Administrative Agent to comply, and any applicable
determination, interpretation, ruling, order or decree, of any Governmental
Authority or arbitrator, which is legally binding upon the Administrative
Agent, any Lender, the Borrower or any Guarantor, whether presently existing or
arising in the future, including all Environmental Laws.


 


“Lenders” means the Persons listed on Schedule
2.01 and any other Person that shall have become a party hereto pursuant to
an Assignment and Assumption, other than any such Person that ceases to be a
party hereto pursuant to an Assignment and Assumption.  Unless the context otherwise requires, the
term “Lenders” includes the Swingline Lender.


 


“Letter of Credit” means any letter of
credit issued pursuant to this Agreement.


 


“LIBO Rate” means, with respect to any
Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750
of the Dow Jones Market Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing
rate quotations comparable to those currently provided on such page of
such Service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such
rate is not available at such time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period.


 


“Lien” means, with respect to any
asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c) in
the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.


 


“Loans” means the loans made by the
Lenders to the Borrower pursuant to this Agreement.


 


“Loan Documents”
means this Agreement, any promissory notes issued pursuant to the Agreement,
any Letter of Credit applications, the Collateral Documents, the Loan
Guarantees and all other agreements, instruments, security, documents and
certificates identified in Section 4.01 executed by or on behalf of any
Loan Party and delivered to, or in favour of, the Administrative Agent or any
other 


 


14

















 


Finance Party and
including all other pledges, powers of attorney, consents, assignments, contracts,
notices, letter of credit agreements and all other written matter whether
heretofore, now or hereafter executed by or on behalf of any Loan Party, and
delivered to the Administrative Agent or any Lender in connection with the
Agreement or the transactions contemplated thereby.  Any reference in the Agreement or any other
Loan Document to a Loan Document shall include all appendices, exhibits or
schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to the Agreement or such Loan Document
as the same may be in effect at any and all times such reference becomes
operative.


 


“Loan Guarantees” means the one or
more guarantees to be entered into from time to time by the Guarantors in
favour of the Administrative Agent for the benefit of the Finance Parties, each
in form and substance satisfactory to the Administrative Agent as the same may
be amended, modified, supplemented or replaced from time to time, and pursuant
to which the Guarantors shall guarantee the Secured Obligations of the Borrower
on a full recourse basis.


 


“Loan Parties” means (i) the
Borrower, (ii) the Guarantors, (iii) any other Significant
Subsidiaries in existence as of the Effective Date, (iv) any additional
Significant Subsidiary or other Person (including, without limitation, any
Subsidiary existing as of the Effective Date), in each case, that becomes a
Guarantor, and (v) the successors and assigns of any of the Persons
described in clause (i) through (iv) of this definition and “Loan
Party” means any one of the Loan Parties.


 


“Material Adverse Effect” means a
material adverse effect on (a) the business, assets, operations, prospects
or financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the
ability of the Borrower to perform any of its obligations under this Agreement
or any other Loan Document or (c) the rights of or benefits available to
the Lenders under this Agreement or any other Loan Document.


 


“Material Contracts” means at any
particular time, with respect to the Borrower and its Subsidiaries, any third
party Contract (i) existing as of the date hereof producing revenues on an
annual basis in an amount which is in excess of 10% of the total revenues of
the Borrower on a consolidated basis (based on historical revenues for the
previous fiscal year), or (ii) entered into after the date hereof
producing revenues on an annual basis in an amount which is in excess of 5% of
the total revenues of the Borrower on a consolidated basis (based on historical
revenues for the previous fiscal year), or any Contract the breach or default
of which would result in a Material Adverse Effect, all such Material Contracts
of the Borrower and the Guarantors as of the date hereof being listed on Schedule
3.14, all as may be amended, supplemented, restated or replaced from time
to time; and, when used in relation to any Person, the term “Material Contracts”
shall mean and refer to Material Contracts to which such Person is a party or
by which it is bound or may hereafter become a party or be bound and “Material
Contract” means any one thereof.


 


“Material Indebtedness” means
Indebtedness (other than the Loans and Letters of Credit), or obligations in
respect of one or more Swap Agreements, of any one or more of the Borrower and
its Subsidiaries in an aggregate principal amount exceeding $25,000,000.  For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Borrower or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time.


 


“Maturity Date” means June 9,
2012.


 


15

















 


“Mississauga Property” means the
property located at 7150 Mississauga Road, Mississauga, Ontario L5N 8M5.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Mortgaged Property” means 100
LifeSciences Parkway, Steinbach, Manitoba.


 


“Multiemployer Plan” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Income” means, for any period,
the consolidated net income (or loss) of the Borrower and its Subsidiaries from
continuing operations, determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded (a) the income (or deficit) of
any Person accrued prior to the date it becomes a Subsidiary or is merged into
or consolidated with the Borrower or any of its Subsidiaries, (b) the
income (or deficit) of any Person (other than a Subsidiary) in which the
Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by such Subsidiary is not at the
time permitted by the terms of any contractual obligation (other than under any
Loan Document) or Requirement of Law applicable to such Subsidiary.  For the avoidance of doubt, the determination
of Net Income will exclude any non-cash write-off or write down of goodwill or
other intangible assets in connection with any impairment charge for such
period as required by GAAP.


 


“Non-BA Lender” means a Lender that is
not permitted by Applicable Law or by customary market practice to stamp, for
purposes of subsequent sale, or accept, a Bankers’ Acceptance or which does not
stamp or accept Bankers’ Acceptances from time to time.


 


“Obligations” means all unpaid
principal of and accrued and unpaid interest on the Loans, all LC Exposure, all
accrued and unpaid fees and all expenses, reimbursements, indemnities and other
obligations of the Loan Parties to each of the Finance Parties or to any
indemnified party arising under the Loan Documents, in each case, whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred.


 


“Off-Balance Sheet Liability” of a
Person means (a) any repurchase obligation or liability of such Person
with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called “synthetic lease”
transaction entered into by such Person, or (c) any indebtedness,
liability or obligation arising with respect to any other transaction which is
the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the balance sheets of such Person (other than
operating leases).


 


“Other Taxes” means any and all
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.


 


“Participant” has the meaning set
forth in Section 9.04.


 


“Patriot Act” has the meaning set
forth in Section 9.17.


 


16

















 


“PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions.


 


“Permitted Acquisition” means any
Acquisition which meets each of the following criteria:


 


(a)                                  at
the time of and after giving effect to such Acquisition, no Default has
occurred and is continuing;


 


(b)                                 such
Acquisition is not a Hostile Acquisition;


 


(c)                                  the
Person being acquired or whose assets, division, line of business or business
unit is being acquired, is engaged in a line of business in which the Loan
Parties are engaged as of, or immediately prior to, the Effective Date, or any
similar or related or complementary business, or that is a reasonable extension
or expansion thereof, or any business which provides a service and/or supplies
products in connection with a line of business in which the Loan Parties are
engaged as of, or immediately prior to, the Effective Date;


 


(d)                                 the
Aggregate Consideration paid by the Loan Parties for such Acquisition
(including for this purpose all transaction costs and all Indebtedness
(including all fixed deferred payments, but for greater certainty excluding any
variable earn out payments or similar obligations) incurred or assumed in connection
with such Acquisition) shall not exceed $250,000,000, except with the prior
written consent of the Required Lenders acting reasonably;


 


(e)                                  as
soon as available, but no later than concurrently with the closing of such
Acquisition, the Loan Parties shall submit to the Administrative Agent (A) notice
of such Acquisition, (B) copies of all business and financial information
reasonably requested by the Administrative Agent, (C) pro forma financial
statements which demonstrate, on a pro forma basis, compliance with the
Financial Covenants; and (D) a certificate of a Financial Officer
certifying that such pro forma financial statements present fairly in all
material respects the financial condition of the Borrower and its Subsidiaries
on a consolidated basis as of the date thereof after giving effect to such
Acquisition and setting forth reasonably detailed calculations demonstrating
compliance with the Financial Covenants set forth in clause (C) above, and
which shall include a representation and warranty as to compliance with each of
the other criteria for a “Permitted Acquisition”;


 


(f)                                    if
such Acquisition is structured as a merger involving a Loan Party or any
Subsidiary and a Person that is not a Subsidiary, such Loan Party or such
Subsidiary will be the surviving entity, or otherwise, the surviving entity
shall become a Loan Party;


 


(g)                                 no
Loan Party shall, as a result of or in connection with any such Acquisition,
assume or incur any direct or contingent liabilities (whether relating to
environmental, tax, litigation, or other matters) that would be reasonably
likely to have a Material Adverse Effect; and


 


17

















 


(h)                                 if,
as a result of such Acquisition or investment, a Significant Subsidiary is
formed or acquired, or any material assets (including any real property) having
a value in excess of $25,000,000 are acquired, the Loan Parties shall comply
with all applicable provisions of Section 5.15.


 


“Permitted Encumbrances” means:


 


(a)                                  Liens
imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.04;


 


(b)                                 landlords’,
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.04;


 


(c)                                  pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;


 


(d)                                 deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business;


 


(e)                                  judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (k) of Article VII; and


 


(f)                                    easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary.


 


“Permitted Investments” means:


 


(a)                                  direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America or Canada (or by
any agency thereof to the extent such obligations are backed by the full faith
and credit of the United States of America or Canada, as applicable), in each
case maturing within one (1) year from the date of acquisition thereof;


 


(b)                                 investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;


 


(c)                                  investments
in certificates of deposit, banker’s acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or Canada or any State or Province thereof which has a
combined capital and surplus and undivided profits of not less than
$500,000,000;


 


18














 


(d)                                 fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above; and


 


(e)                                  money
market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment
Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 


“Permitted Lien” means Liens permitted
by Section 6.02.


 


“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association,
company, unlimited liability company, partnership, limited partnership,
Governmental Authority or other entity.


 


“Pharma Pass SA Contracts” means the
two contracts between Pharma Pass SA and certain third parties as more
particularly described in Schedule 6.21 and any similar contracts
entered into from time to time by Pharma Pass SA in respect of the business
operations described in Schedule 6.21.


 


“Plan” means any employee pension
benefit plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrower or any ERISA Affiliate is (or, if such
plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA.


 


“PPSA” means the Personal
Property Security Act (Ontario), including the regulations thereto,
provided that, if perfection or the effect of perfection or non-perfection or
the priority of any Lien created hereunder or under any other Loan Document on
the Collateral is governed by the personal property security legislation or
other applicable legislation with respect to personal property security in
effect in a province or other jurisdiction other than Ontario, “PPSA” means the
Personal Property Security Act or such
other applicable legislation in effect from time to time in such other jurisdiction
for purposes of the provisions hereof relating to such perfection, effect of
perfection or non-perfection or priority.


 


“Prime Rate” means the greater of (a) the
variable rate of interest per annum equal to the rate of interest determined by
the Administrative Agent from time to time as the prime rate of the
Administrative Agent for Canadian dollar loans made by the Administrative Agent
in Canada from time to time, being a variable per annum reference rate of
interest adjusted automatically upon change by the Administrative Agent,
calculated on the basis of a year of 365 days or 366 days in the case of a leap
year and (b) the sum of (i) the average rate per annum for Canadian
dollar bankers’ acceptances for BA Lenders having a term of 30 days that appears
on the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto time) on
the date of determination, as reported by the Administrative Agent plus (ii) 1%
per annum.


 


“Proceeds of Realization”, in respect
of the Loan Guarantees and the Collateral Documents or any portion thereof,
means all amounts received by the Administrative Agent and any other Finance
Party in connection with: (i) any realization thereof, whether occurring
as a result of enforcement or otherwise; (ii) any sale, expropriation,
loss or damage or other disposition of the Collateral or any portion thereof;
and (iii) the dissolution, liquidation, bankruptcy or winding-up of any
Loan Party or any other distribution of its assets to creditors.


 


19

















 


“Puerto Rico Properties” means the
properties located at (i) State Road No 698, Kilometer 0.8, Barrio
Mameyal, Dorado, Puerto Rico, 00646, Puerto Rico, (ii) Avenue Iterregui,
Street Blot #34, Sabana Abajo Industrial Park, Carolina, Puerto Rico, 00983, and
(iii) #51 Villas de Golf Este, Dorado del Mar, Dorado, Puerto Rico 00646.


 


“Quebec Pension Plan” means the
pension benefit plan maintained by the Province of Quebec.


 


“Register” has the meaning set forth
in Section 9.04.


 


“Related Parties” means, with respect
to any Person, such Person’s Affiliates and associates, and the directors,
officers, employees, agents and advisors of such Person and of such Person’s
Affiliates and associates (the term “associate” having the meaning ascribed
thereto in the Canada Business Corporations Act).


 


“Relevant Jurisdictions” means, from
time to time, (i) with respect to the Borrower and each Guarantor, the
province or territory in Canada or the relevant country or political
subdivision in any other country in which the Borrower or such Guarantor has
its chief executive office or chief place of business and any province or
territory in Canada or any country or relevant political subdivision in any
other country in which the Borrower or such Guarantor has, based on the consolidated
financial statements for the Borrower’s most recently completed fiscal year,
property, assets and undertaking having a book value in excess of $25,000,000
or generates EBITDA for any annual period in excess of $25,000,000, including
for greater certainty as at the date hereof the jurisdictions set out in Schedule
3.05 in
respect of the Borrower and each Guarantor identified therein; and (ii) with
respect to any Person in respect of which Liens are to be granted to the
Administrative Agent pursuant to Section 5.15, each province, territory or
relevant political subdivision where such Liens are registered, filed or
recorded.


 


“Required Lenders” means, at any time,
Lenders having Revolving Credit Exposures and unused Commitments representing
not less than 51% of the sum of the total Revolving Credit Exposures and unused
Commitments at such time.


 


“Requirements of Health Care Law”
means with respect to any Person at any time all Requirements of Law relating
to health care, patient care, medical insurance, medical assistance programs,
drugs, pharmacies and health care professionals in any Relevant Jurisdiction or
any other jurisdiction in which such Person carries on business or has
property, assets or undertaking.  Without
limiting the foregoing, Requirements of Health Care Law shall include:


 


(a)                                  in
the United States, all (i) federal and state fraud and abuse laws and
regulations, including, without limitation, the federal patient referral law,
42 U.S.C. §1395nn, commonly known as “Stark II”, the federal anti-kickback law,
42 U.S.C. §1320a-7b, the federal civil monetary penalty statute 42 U.S.
§1320a-7a, federal laws regarding the submission of false claims, false
billing, false coding, and similar state laws and regulations; (ii) federal
and state laws applicable to reimbursements and reassignment; (iii) the Health Insurance Portability and Accountability Act of 1996
and its implementing regulations thereto; (iv) federal statutes and
regulations affecting the health insurance program for the aged and disabled
established by Title XVIII of the Social Security Act
and any statutes succeeding thereto; (v) federal and state statutes and
regulations affecting the Tricare, CHAMPUS, Veterans, and black lung disease
programs and any other health care program financed with United States
government funds; (vi) all federal and state statutes and regulations
affecting the medical assistance 


 


20

















 


program established by
Titles V, XIX, XX, and XXI of the Social Security Act
and any statutes succeeding thereto, and all state statutes and plans for
medical assistance enacted in connection with or related to the federal
statutes and regulations; and (vii) any other federal or state law or
regulation governing health care, applicable to drugs and pharmacies or which
regulate health care professions;


 


(b)                                 in
Canada, all (i) provincial legislation and regulations applicable to
accountability and/or accessibility to health care; (ii) federal and
provincial legislation and regulations applicable to drugs and pharmacies; (iii) provincial
legislation and regulations which regulate and control health professions; (iv) provincial
legislation and regulations affecting health insurance; (v) the Canada Health Act and the regulations thereunder; (vi) the
Personal Information Protection and Electronic
Documents Act and regulations thereunder; (vii) provincial
legislation and regulations applicable to the privacy of health information and
(viii) any other federal or provincial legislation or regulations
governing health care; and


 


(c)                                  the
equivalent of (a) and (b) in any other Relevant Jurisdiction or other
jurisdiction where such Person has property or carries on business.


 


“Requirement of Law” means, as to any
Person, the certificate of incorporation, amalgamation or continuance and by
laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.


 


“Restricted Payment” means any
dividend or other distribution (whether in cash, securities or other property)
with respect to any Equity Interests in the Borrower or any Subsidiary, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests in the
Borrower or any option, warrant or other right to acquire any such Equity
Interests in the Borrower.


 


“Revolving Credit Exposure” means,
with respect to any Lender at any time, without duplication, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC
Exposure and Swingline Exposure at such time.


 


“Revolving Loan” means a Loan made
pursuant to Section 2.03.


 


“S&P” means Standard &
Poor’s.


 


“Secured Obligations” means all
Obligations, together with all (a) Banking Services Obligations and (b) Swap
Obligations owing to any Person that is a Finance Party or an Affiliate
thereof, or that was a Finance Party or an Affiliate thereof at the time the
relevant Swap Agreement was entered into; provided that the Finance Party party
thereto (other than JPMorgan Chase Bank, N.A., Toronto Branch) shall have
delivered written notice to the Administrative Agent that such a transaction
constitutes a Secured Obligation entitled to the benefits of the Collateral
Documents.


 


“Securities Account” has the meaning
assigned to such term in the Securities Transfer Act, 2006 (Ontario) or Article 8
of the UCC, as applicable.


 


21

















 


“Security Documents” shall mean the
security documents (as the same may be amended, modified, supplemented,
restated or replaced from time to time) which, in the reasonable opinion of the
Administrative Agent, are required to be entered into from time to time by the
Loan Parties in favour of the Administrative Agent for the benefit of the
Finance Parties or any Affiliate thereof in order to grant directly or
indirectly to the Administrative Agent a Lien on the Collateral as continuing
collateral security for the payment and performance of the Secured Obligations,
such security documents to be in form and substance satisfactory to the
Administrative Agent.


 


“Significant Subsidiary” means (a) each
Subsidiary of the Borrower listed on Schedule 1.01 hereto, (b) any
wholly-owned Subsidiary of the Borrower, whether existing as of the Effective
Date or formed or acquired thereafter, (i) the revenues of which, as of
end of any fiscal quarter, for the period of four consecutive fiscal quarters
then ended, was or is reasonably projected to be equal to or greater than 5% of
the consolidated revenues of the Borrower and its Subsidiaries for such period,
or (ii) the consolidated assets of which, as of end of any fiscal quarter,
were or are reasonably projected to be greater than 5% of the consolidated
total assets of the Borrower and its Subsidiaries as of the end of such fiscal
quarter, in each case as reflected on the most recent annual or quarterly
consolidated financial statements of the Borrower and its Subsidiaries and (c) any
Subsidiary of the Company that owns directly or indirectly, any equity
interests of any Subsidiary described in clause (a) or (b) above.


 


“Statutory Reserve Rate” means a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the
Administrative Agent or an Affiliate thereof is subject with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). 
Such reserve percentages shall include those imposed pursuant to such
Regulation D.  Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D
or any comparable regulation.  The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.


 


“Steinbach Property” means the
property located at 100 LifeSciences Parkway, Steinbach, Manitoba R5G 1Z7.


 


“Subordinated Indebtedness” of a
Person means any Indebtedness of such Person the payment of which is
subordinated to payment of the Secured Obligations to the written satisfaction
of the Administrative Agent.


 


“subsidiary” means, with respect to
any Person (the “parent”) at any date, any corporation, limited liability
company, unlimited liability company, partnership, limited partnership, trust,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, unlimited liability
company, partnership, limited partnership, trust, association or other entity (a) of
which securities or other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent
or by the parent and one or more subsidiaries of the parent; provided, however,
that any entity, the accounts of which would be consolidated with those of the
parent merely due to the application of FIN46(R) of the Financial
Accounting Standards Board or any similar accounting principle shall not
constitute a subsidiary of the parent.


 


22

















 


“Subsidiary” means any subsidiary of
the Borrower.


 


“Swap Agreement” means any agreement
with respect to any swap, forward, future or derivative transaction or option
or similar agreement involving, or settled by reference to, one or more rates,
currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk
or value or any similar transaction or any combination of these transactions;
provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers,
employees or consultants of the Borrower or the Subsidiaries shall be a Swap
Agreement.


 


“Swap Obligations” of a Person means
any and all obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under (a) any and all Swap Agreements, and (b) any and all
cancellations, buy backs, reversals, terminations or assignments of any Swap
Agreement transaction.


 


“Swingline Exposure” means, at any
time, the aggregate principal amount of all Swingline Loans outstanding at such
time.  The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total  Swingline Exposure at such time.


 


“Swingline Lender” means JPMorgan
Chase Bank, N.A., Toronto Branch, in its capacity as lender of Swingline Loans
hereunder.


 


“Swingline Loan” means a Loan made
pursuant to Section 2.05.


 


“Taxes” means all present or future
taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or
other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.


 


“Total Debt to EBITDA Ratio” means the
ratio of Indebtedness of the Borrower and its Subsidiaries (on a consolidated
basis) to EBITDA of the Borrower and its Subsidiaries (on a consolidated
basis).


 


“Transactions” means the execution,
delivery and performance by the Borrower of this Agreement, the other Loan
Documents, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.


 


“Type”, when used in reference to any
Loan or Borrowing, refers to whether the rate of interest on such Loan, or on
the Loans comprising such Borrowing, is determined by reference to the Adjusted
LIBO Rate, Alternate Base Rate, CDOR Rate or Prime Rate.


 


“UCC” means the Uniform Commercial
Code as in effect from time to time in the State of New York or any other state
the laws of which are required to be applied in connection with the issue of
perfection of security interests.


 


“U.S. Base Rate” means the rate of
interest per annum publicly announced from time to time by JPMorgan Chase Bank,
N.A., Toronto Branch as its base rate for United States dollar loans made by
JPMorgan Chase Bank, N.A., Toronto Branch in Canada from time to time; each
change in the U.S. Base Rate shall be effective from and including the date
such change is publicly announced as being effective.


 


23














 


“United States” and “US” means
the United States of America.


 


“Usage” means, at any time, the ratio
of the aggregate Revolving Credit Exposure of the Lenders at such time to the
aggregate amount of the Lenders’ Commitments at such time.


 


“Usage Fee” means, for any day, with
respect to the facility fees payable hereunder (a) 0%, if Usage is greater
than or equal to 2/3, (b)  0.25%, if Usage is greater than or equal to
1/3, but less than 2/3 and (c) 0.50%, if Usage is less than 1/3.


 


“wholly owned” means, with respect to
a Subsidiary of any Person, a Subsidiary of such Person, all of the outstanding
Equity Interests of which (other than (x) director’s qualifying shares and
(y) shares issued to foreign nationals to the extent required by
Applicable Law) are owned by such Person and/or by one or more wholly owned
Subsidiaries of such Person.


 


“Withdrawal Liability” means liability
to a Multiemployer Plan as a result of a complete or partial withdrawal from
such Multiemployer Plan, as such terms are defined in Part I of Subtitle E
of Title IV of ERISA.


 


SECTION 1.02                    Classification of Loans and
Borrowings.


 


For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving Loan”) or
by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also
may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and
Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.03                    Terms Generally.


 


The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have
the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement, (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights, and (f) the words “fiscal quarter”, “fiscal
year” and “fiscal period” shall be construed to refer to a fiscal quarter, a
fiscal year and a fiscal period, in each case, of the Borrower.


 


SECTION 1.04                    Accounting Terms; GAAP.


 


Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision 


 


24

















 


hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.


 


SECTION 1.05                    Changes in Accounting
Principles.


 


If any changes in accounting principles, from
those used in the preparation of the financial statements of the Borrower or
its Subsidiaries for the 2008 fiscal year based on GAAP, occur by reason of any
change in the rules, regulations, pronouncements, opinions or other requirements
of the Financial Accounting Standards Board  (or any
successor thereto or agency with similar function), or the adoption by the
Borrower or any of its Subsidiaries of the International Financial Reporting
Standards (“IFRS”), and such change in accounting principles results in
a change in the method or results of calculation of financial covenants or the
terms related thereto contained in this Agreement, the Borrower shall, at its
option, either (a) furnish to the Administrative Agent, together with each
delivery of the financial statements required to be delivered hereby, a written
reconciliation setting forth the differences that would have resulted if such
financial statements had been prepared utilizing existing GAAP (in which case
the method and calculation of financial covenants and the terms related thereto
hereunder shall continue to be determined in accordance with existing GAAP) or (b) agree
with the Administrative Agent to amend such financial covenants or terms in
such manner as the Administrative Agent shall require in order to reflect
fairly such changes so that the criteria for evaluating the financial condition
of the Borrower and its Subsidiaries shall be the same in commercial effect
after, as well as before, such changes are made (in which case the method and
calculation of financial covenants and the terms related thereto hereunder
shall be determined in the manner so agreed).


 


SECTION 1.06                    Currency Matters.


 


Principal, interest, reimbursement
obligations, fees, and all other amounts payable under this Agreement and the
other Loan Documents to the Administrative Agent and the other Finance Parties
shall be payable in the currency in which such Obligations are
denominated.  Unless stated otherwise,
all calculations, comparisons, measurements or determinations under this
Agreement shall be made in dollars.  For
the purpose of such calculations, comparisons, measurements or determinations,
amounts or proceeds denominated in other currencies shall be converted to the
Equivalent Amount of dollars on the date of calculation, comparison,
measurement or determination.  In
particular, without limitation, for purposes of valuations or computations
under Article II, Article III, Article V, Article VI and Article VII
and calculating Commitments or Revolving Credit Exposure, unless expressly
provided otherwise, where a reference is made to a dollar amount, the amount is
to be considered as the amount in dollars and, therefore, each other currency
shall be converted into the Equivalent Amount thereof in dollars.


 


SECTION 1.07                    Conflict.


 


In the event of any inconsistency between the
provisions of this Agreement and the provisions of any of the other Loan
Documents, the provisions of this Agreement shall prevail.


 


SECTION 1.08                    Successor Legislation.


 


Unless otherwise specifically indicated
herein or therein, any statute referred to in this Agreement or in any other
Loan Document shall be deemed to include that statute as amended, 


 


25

















 


supplemented or replaced
from time to time, and any successor legislation to the same general intent and
effect.


 


ARTICLE II


 


The Credits


 


SECTION 2.01                    Commitments.


 


Subject to the terms and conditions set forth
herein, each Lender agrees to make Revolving Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will
not result in (a) such Lender’s Revolving Credit Exposure exceeding such
Lender’s Commitment or (b) the sum of the total Revolving Credit Exposures
exceeding the total Commitments.  Within
the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Revolving Loans.


 


SECTION 2.02                    Loans and Borrowings.


 


(a)                                  Each
Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders rateably in accordance with their respective
Commitments.  The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender’s failure to
make Loans as required.


 


(b)                                 Subject
to Section 2.14, (i) each Revolving Borrowing shall be comprised of
ABR Loans, Prime Rate Loans, BA Loans, BA Equivalent Loans, Eurodollar Loans or
the issuance of Letters of Credit as the Borrower may request in accordance
herewith.  Each Swingline Loan shall be
either a Prime Rate Loan or an ABR Loan. 
Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of
the Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)                                  At the
commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000. 
At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total
Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e).  At the commencement of each Interest Period
for any BA or BA Equivalent Loan, such Borrowing shall be in an aggregate
amount that is an integral multiple of C$1,000,000 and not less than
C$5,000,000.  At the time that each Prime
Rate Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of C$1,000,000 and not less than
C$5,000,000; provided that a Prime Rate Revolving Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total
Commitments or that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e).  Each Swingline Loan shall be 


 


26

















 


in an amount that is an
integral multiple of $500,000 and not less than $1,000,000.  Borrowings of more than one Type and Class may
be outstanding at the same time; provided that there shall not at any time be
more than an aggregate total of twenty (20) Eurodollar Loans, BA Loans and BA
Equivalent Loans outstanding.


 


(d)                                 Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date.


 


(e)                                  The
Borrower agrees to deliver in favour of each Lender such other agreements and
documentation as such Lender may reasonably require (not inconsistent with this
Agreement) in respect of such Lender’s requirements for the acceptance of
Bankers’ Acceptances or the issuance of BA Equivalent Notes.


 


SECTION 2.03                    Requests for Revolving
Borrowings.


 


To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., Toronto,
Ontario time, three Business Days before the date of the proposed Borrowing, (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., Toronto, Ontario
time, one Business Day before the date of the proposed Borrowing; provided that
any such notice of an ABR Revolving Borrowing to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.06(e) may be given
not later than 10:00 a.m., Toronto, Ontario time, on the date of the
proposed Borrowing, (c) in the case of a Borrowing by way of BA Loan or BA
Equivalent Loan, not later than 11:00 a.m., Toronto, Ontario time, two
Business Days before the date of the proposed Borrowing or (d) in the case
of a Prime Rate Borrowing, not later than 11:00 a.m., Toronto, Ontario
time, one Business Day before the date of the proposed Borrowing; provided that
any such notice of a Prime Rate Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may
be given not later than 10:00 a.m., Toronto, Ontario time, on the date of
the proposed Borrowing Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in the form attached as Exhibit B
and signed by the Borrower.  Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:


 


(a)                                  the
aggregate amount of the requested Borrowing;


 


(b)                                 the
date of such Borrowing, which shall be a Business Day;


 


(c)                                  whether
such Borrowing is to be a Prime Rate Borrowing, an ABR Borrowing, a Eurodollar
Borrowing or a BA Borrowing;


 


(d)                                 in
the case of a BA Borrowing or Eurodollar Borrowing, the initial Interest Period
to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”; and


 


(e)                                  the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.


 


If no election as to the Type of Revolving
Borrowing is specified, then the requested Revolving Borrowing shall be an ABR
Borrowing.  If no Interest Period is
specified with respect to any 


 


27

















 


requested Eurodollar
Revolving Borrowing then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration. 
If no Interest Period is specified with respect to any requested BA
Revolving Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of thirty (30) days. 
Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing.


 


SECTION 2.04                    Bankers’ Acceptances.


 


(a)                                  Determinations
and Timing. Each determination by the Administrative
Agent of the stamping fee and the discounted purchase price applicable to any
BA Loan or BA Equivalent Loan shall, in the absence of manifest error, be
final, conclusive and binding on the Borrower.


 


(b)                                 Criteria
for BAs and BA Equivalent Notes. BAs and BA Equivalent
Notes presented by the Borrower for purchase by the Lenders pursuant to this
Agreement:


 


(i)                                     shall
be denominated in Canadian dollars;


 


(ii)                                  shall
not be less than C$5,000,000 and shall be in whole integral multiples of
C$1,000,000 in excess thereof;


 


(iii)                               shall
be drawn or issued on a Business Day;


 


(iv)                              shall
have a term, subject to availability, of at least 30 days and not more than 180
days excluding days of grace;


 


(v)                                 shall
mature on a Business Day on or before the Maturity Date; and


 


(vi)                              shall
be in form and substance satisfactory to each Lender, acting in accordance with
then customary and accepted practices.


 


(c)                                  Lenders
Holding BAs and BA Equivalent Notes. BAs and BA
Equivalent Notes purchased by the Lenders hereunder may be held by any Lender
for its own account until the maturity date of such BA or BA Equivalent Note or
sold, rediscounted or otherwise disposed by it at any time prior thereto, in
such Lender’s sole discretion.


 


(d)                                 Execution
of BAs and BA Equivalent Notes. A BA or BA Equivalent Note
may be manually signed by any duly authorized officer of the Borrower or the
signature of any duly authorized officer of the Borrower on a BA or BA
Equivalent Note may be mechanically reproduced in facsimile and BA or BA Equivalent
Notes bearing such facsimile signature shall be binding upon the Borrower as if
they had been manually signed by such officers. 
Notwithstanding that any of the individuals whose manual or facsimile
signature appears on any BA or BA Equivalent Note as one of such officers may
no longer hold office at the date thereof or at the date of its acceptance or
purchase by, or issue to, any Lender hereunder or at any time thereafter, any
BA or BA Equivalent Note so signed shall be valid and binding upon the Borrower,
unless, in the case only of blank forms of BAs and BA Equivalent Notes that
have not been completed, 


 


28

















 


issued, accepted or
purchased hereunder, the Borrower has given to the Lender in a timely manner
written notice to the contrary.


 


(e)                                  Calculations.
For the purposes of this Agreement, when calculations are made to determine the
outstanding amount, principal amount or unpaid principal amount of any BA Loan
or BA Equivalent Loan, the full Face Amount of the BA or BA Equivalent Note
related to such BA Loan or BA Equivalent Loan shall be used without deduction
or adjustment in respect of applicable stamping fees or any other difference
between such Face Amount and the applicable discounted purchase price of such
BA or BA Equivalent Note.


 


(f)                                    Commitment
to Purchase Bankers’ Acceptances and BA Equivalent Notes.


 


(i)                                     Each
BA Lender which is a bank listed in Schedule I of the Bank Act
(Canada) agrees to purchase those Bankers’ Acceptances which it has accepted,
at a discount from the face amount thereof calculated at the CDOR Rate for the
relevant period in effect on the issuance date thereof.


 


(ii)                                  Each
BA Lender which is a bank listed in Schedule II or Schedule III of the Bank Act (Canada) agrees to purchase those Bankers’
Acceptances which it has accepted, at a discount from the face amount thereof
calculated using a rate not in excess of the CDOR Rate for the relevant period
in effect on the issuance date thereof plus up to one-tenth of one percent
(0.10%).


 


(iii)                               Each
Non-BA Lender agrees to purchase BA Equivalent Notes issued to it hereunder at
a discount from the face amount thereof calculated using a rate not in excess
of the CDOR Rate for the relevant period in effect on the issuance date thereof
plus up to one-tenth of one percent (0.10%).


 


(g)                                 Special
Provisions Regarding Bankers’ Acceptances. The following
provisions are applicable to Bankers’ Acceptances issued by the Borrower and
accepted by any BA Lender hereunder:


 


(i)                                     Payment
of Bankers’ Acceptances. The Borrower agrees to
provide for each Bankers’ Acceptance by payment of the face amount thereof to
the Administrative Agent on behalf of the BA Lender on the maturity of the
Bankers’ Acceptance or, prior to such maturity, on the Maturity Date; and the
Administrative Agent shall remit the said amount to such BA Lender and such BA
Lender shall in turn remit such amount to the holder of the Bankers’
Acceptance.  If the Borrower fails to
provide for the payment of the Bankers’ Acceptance accordingly, any amount not
so paid shall be immediately payable by the Borrower to the Administrative
Agent on behalf of the BA Lender together with interest on such amount
calculated daily and payable monthly at the rate and in the manner applicable
to Prime Rate Loans.  The Borrower agrees
not to claim any days of grace for the payment at maturity of any Bankers’
Acceptance and agrees to indemnify and save harmless the BA Lender in
connection with all payments made by the BA Lender (or by the Administrative
Agent on its behalf) pursuant to Bankers’ Acceptances 


 


29

















 


accepted by the BA Lender,
together with all reasonable costs and expenses incurred by the BA Lender in
this regard.  The Borrower hereby waives
any defences to payment which might otherwise exist if for any reason a Bankers’
Acceptance is held by the BA Lender for its own account at maturity.


 


(ii)                                  Availability
of Bankers’ Acceptances. If at any time and from
time to time the Agent determines, acting reasonably, that there no longer
exists a market for Bankers’ Acceptances for the term requested by the
Borrower, or at all, the Administrative Agent shall so advise the Borrower, and
in such event the BA Lenders shall not be obliged to accept and the Borrower
shall not be entitled to issue Bankers’ Acceptances.


 


(iii)                               Power
of Attorney. The Borrower hereby appoints each BA Lender
as its true and lawful attorney to complete and issue Bankers’ Acceptances on
behalf of the Borrower in accordance with written (including facsimile)
transmitted instructions provided by the Borrower to the Administrative Agent
on behalf of such BA Lender, and the Borrower hereby ratifies all that its said
attorney may do by virtue thereof.  The
Borrower agrees to indemnify and hold harmless the Administrative Agent and the
BA Lenders and their respective directors, officers and employees from and
against any charges, complaints, costs, damages, expenses, losses or
liabilities of any kind or nature which they may incur, sustain or suffer, arising
from or by reason of acting, or failing to act, as the case may be, in reliance
upon this power of attorney, except to the extent caused by the gross
negligence or wilful misconduct of the Administrative Agent or the BA Lender or
their respective directors, officers and employees.  The Borrower hereby agrees that each Bankers’
Acceptance completed and issued and accepted in accordance with this section by
a BA Lender on behalf of the Borrower is a valid, binding and negotiable
instrument of the Borrower as drawer and endorser.  The Borrower agrees that each BA Lender’s
accounts and records will constitute prima facie evidence of the execution and
delivery by the Borrower of Bankers’ Acceptances.  This power of attorney shall continue in
force until written notice of revocation has been served upon the
Administrative Agent by the Borrower at the Administrative Agent’s address set
out in Section 9.01.


 


(h)                                 Special
Provisions Regarding BA Equivalent Notes. Each Non-BA
Lender will not accept Bankers’ Acceptances hereunder, and shall instead from
time to time make BA Equivalent Loans to the Borrower.  Each BA Equivalent Loan shall be evidenced by
a non-interest bearing promissory note payable by the Borrower in question to
the Non-BA Lender substantially in the form of Exhibit C attached
hereto, which will be purchased by the Non-BA Lender.  Each BA Equivalent Note shall be negotiable
by the Non-BA Lender without notice to or the consent of the Borrower, and the
holder thereof shall be entitled to enforce such BA Equivalent Note against the
Borrower free of any equities, defences or rights of set-off that may exist
between the Borrower and the Non-BA Lender. In this Agreement, all references
to a BA Equivalent Note shall mean the loan evidenced thereby if required by
the context; and all references to the “issuance” 


 


30

















 


of a BA Equivalent Note by a
Non-BA Lender and similar expressions shall mean the making of a BA Equivalent
Loan by the Non-BA Lender which is evidenced by a BA Equivalent Note.  The following provisions are applicable to
each BA Equivalent Loan made by a Non-BA Lender to the Borrower hereunder:


 


(i)                                     Payment
of BA Equivalent Notes. The Borrower agrees to
provide for each BA Equivalent Note by payment of the face amount thereof to
the Administrative Agent on behalf of the Non-BA Lender on the maturity of the
BA Equivalent Note or, prior to such maturity, on the Maturity Date; and the
Administrative Agent shall remit the said amount to such Non-BA Lender and such
Non-BA Lender shall in turn remit such amount to the holder of the BA
Equivalent Note. If the Borrower fails to provide for the payment of the BA
Equivalent Note accordingly, any amount not so paid shall be immediately
payable by the Borrower to the Administrative Agent on behalf of the Non-BA
Lender together with interest on such amount calculated daily and payable
monthly at the rate and in the manner applicable to Prime Rate Loans. The
Borrower agrees not to claim any days of grace for the payment at maturity of
any BA Equivalent Note and agrees to indemnify and save harmless the Non-BA
Lender in connection with all payments made by the Non-BA Lender (or by the
Administrative Agent on its behalf) pursuant to BA Equivalent Notes accepted by
the Non-BA Lender, together with all reasonable costs and expenses incurred by
the Non-BA Lender in this regard.  The
Borrower hereby waives any defences to payment which might otherwise exist if
for any reason a BA Equivalent Note is held by the Non-BA Lender for its own
account at maturity.


 


(ii)                                  Availability
of BA Equivalent Notes. The Non-BA Lender shall
have no obligation to issue BA Equivalent Notes during any period in which the
BA Lenders’ obligation to issue Bankers’ Acceptances is suspended pursuant to
the terms of this Agreement.


 


(iii)                               Power
of Attorney. The Borrower hereby appoints the Non-BA
Lender as its true and lawful attorney to complete BA Equivalent Notes on
behalf of the Borrower in accordance with written (including facsimile)
transmitted instructions delivered by the Borrower to the Administrative Agent,
and the Borrower hereby ratifies all that its said attorney may do by virtue
thereof.  The Borrower agrees to
indemnify and hold harmless the Administrative Agent and the Non-BA Lender and
their respective directors, officers and employees from and against any
charges, complaints, costs, damages, expenses, losses or liabilities of any
kind or nature which they may incur, sustain or suffer, arising from or by
reason of acting, or failing to act, as the case may be, in reliance upon this
power of attorney except to the extent caused by the negligence or wilful
misconduct of the Administrative Agent or the Non-BA Lender or their respective
directors, officers and employees. The Borrower hereby agrees that each BA
Equivalent Note completed by the Non-BA Lender on behalf of the Borrower is a
valid, binding and negotiable instrument of the Borrower as drawer and
endorser.  The Borrower agrees that the
Non-BA Lender’s accounts and records will constitute prima facie evidence of
the execution and delivery by the Borrower of 


 


31

















 


BA Equivalent Notes.  This power of attorney shall continue in
force until written notice of revocation has been served upon the Agent on
behalf of the Non-BA Lender by the Borrower at the Administrative Agent’s
address provided in Section 9.01.


 


(i)                                     Liability
of Borrower. The Borrower shall be indebted upon the
maturity thereof to each Lender in an amount equivalent to the full
undiscounted Face Amount of each BA and BA Equivalent Note accepted and
purchased by or issued to such Lender and the Borrower’s obligations in that
regard shall be unconditional and irrevocable and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including,
without limitation, the following:


 


(i)                                     any
lack of validity or enforceability of any BA or BA Equivalent Note accepted by
a Lender; or


 


(ii)                                  the
existence of any claim, set-off, defence or other right which the Borrower may
have at any time against the holder of a BA or BA Equivalent Note, the
Administrative Agent, such Lender or any other Person, whether in connection
with this Agreement or otherwise.


 


(j)                                     Presigned
Drafts. To facilitate the acceptance by the BA Lenders of
Bankers’ Acceptances as contemplated by this Agreement, the Borrower shall at
the request of the Administrative Agent (on behalf of any BA Lender) supply the
Administrative Agent for such BA Lenders with such number of BAs as the
Administrative Agent on behalf of the BA Lenders may from time to time request,
each executed by or on behalf of the Borrower. 
The Administrative Agent and each BA Lender, to the extent either retain
possession thereof, shall exercise such care in the custody and safekeeping of
such BAs as it gives to similar property owned by it.


 


(k)                                  Prepayments.
Subject to Section 2.04(l) and Article VII, no prepayment of any
BA or BA Equivalent Note shall be made by the Borrower prior to the maturity
date of such BA or BA Equivalent Note. 
Any amounts paid pursuant to the terms of this Agreement towards the
prepayment of amounts to become due with respect to outstanding BAs and BA
Equivalent Notes shall be deposited into the Prepayment Account (as defined
below).  The Administrative Agent shall
apply any cash deposited in the Prepayment Account allocable to amounts to
become due in respect of any BA or BA Equivalent Note on the last day of its
respective Interest Period until all amounts due in respect of outstanding BAs
and BA Equivalent Loans have been repaid or until all allocable cash on deposit
has been exhausted.  For purposes of this
Agreement, the term “Prepayment Account” shall mean the Canadian dollar
account established by the Borrower with the Administrative Agent and over
which the Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal for application in accordance with
this Section.  The Administrative Agent
will, at the request of the Borrower, invest amounts on deposit in the
applicable Prepayment Account in short-term, cash equivalent investments
selected by the Administrative Agent in consultation with the Borrower that
mature on or prior to the last day of the applicable Interest Period of the BA
or BA Equivalent Note to be prepaid. 
Interest or profits, if any, on amounts in the Prepayment Account shall
be deposited in the Prepayment Account and reinvested and disbursed as 


 


32

















 


specified above.  If the maturity of the Obligations hereunder
has been accelerated pursuant to Article VII, the Administrative Agent
may, in its sole discretion, apply all amounts on deposit in the Prepayment
Account to satisfy any of the Obligations. 
The Borrower shall pay all income tax, if any, payable on any such
interest or profits in the Prepayment Account.


 


(l)                                     Cover
for BA Obligations on Default. If an Event of Default
shall occur and be continuing and not waived in writing pursuant to the terms
hereof, on the Business Day that the Borrower receives notice from the
Administrative Agent demanding the deposit of cash collateral pursuant to this
Section, the Borrower shall provide Cover to the Administrative Agent, provided
that the obligation to provide such Cover shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default described
in Section 7.01(i) or Section 7.01(j). The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such Cover.  Other than
any interest or profits earned on the investment of the deposits comprising
Cover, which investments shall be made at the option and sole discretion of the
Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest.  Interest or
profits, if any, on such investments shall accumulate in the relevant
account.  Moneys in such account shall be
applied by the Administrative Agent to reimburse the Lenders for BA Loans or BA
Equivalent Loans due or overdue for which they have not been reimbursed and, if
all BA Loans and BA Equivalent Loans have been satisfied and paid in full and
there are no outstanding BA Loans or BA Equivalent Loans, any remaining Cover
shall be applied by the Administrative Agent to satisfy other Obligations of
the Borrower under this Agreement for the benefit of the Lenders.  If the Borrower is required to provide an amount
of Cover hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived in writing pursuant to the terms hereof or if no Event of Default is
then subsisting promptly following the maturity of the related BA or BA
Equivalent Note and satisfaction in full of the relevant BA Loans and BA
Equivalent Loans.  The Borrower shall pay
all income tax, if any, payable on any interest or profits earned on the
investment of the deposits comprising Cover.


 


SECTION 2.05                    Swingline Loans.


 


(a)                                  Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower from time to time during the Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline
Loans exceeding $25,000,000 or (ii) the sum of the total Revolving Credit
Exposures exceeding the total Commitments; provided that the Swingline Lender
shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan.  Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Swingline Loans.


 


(b)                                 To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 12:00 noon, 


 


33

















 


Toronto, Ontario time, on
the day of a proposed Swingline Loan. 
Each such notice shall be irrevocable and shall specify (i) the
requested date (which shall be a Business Day), (ii) the amount of the
requested Swingline Loan and (iii) whether such Swingline Loan is to be an
ABR Borrowing or a Prime Rate Borrowing. 
The Administrative Agent will promptly advise the Swingline Lender of
any such notice received from the Borrower. 
The Swingline Lender shall make each Swingline Loan available to the
Borrower by means of a credit to the general deposit account of the Borrower
with the Swingline Lender (or, in the case of a Swingline Loan made to finance
the reimbursement of an LC Disbursement as provided in Section 2.06(e), by
remittance to the Issuing Bank) by 3:00 p.m., Toronto, Ontario time, on
the requested date of such Swingline Loan.


 


(c)                                  The
Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., Toronto, Ontario time, on any Business Day require
the Lenders to acquire participations on such Business Day in all or a portion
of the Swingline Loans outstanding.  Such
notice shall specify the aggregate amount of Swingline Loans in which Lenders
will participate.  Promptly upon receipt
of such notice, the Administrative Agent will give notice thereof to each
Lender, specifying in such notice such Lender’s Applicable Percentage of such
Swingline Loan or Loans.  Each Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or
Loans.  Each Lender acknowledges and
agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Lender
shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.07
with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders.  The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason.  The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default
in the payment thereof.


 


34














 


SECTION 2.06                    Letters of Credit.


 


(a)                                  General.  Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, at any time and from time to time during the Availability
Period.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.


 


(b)                                 Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To
request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Borrower shall hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing
so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and
such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit.  If requested by
the Issuing Bank, the Borrower also shall submit a letter of credit application
on the Issuing Bank’s standard form in connection with any request for a Letter
of Credit.  A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $25,000,000 and (ii) the
sum of the total Revolving Credit Exposures shall not exceed the total
Commitments.


 


(c)                                  Expiration
Date.  Each Letter
of Credit shall expire at or prior to the close of business on the earlier of (i) the
date one (1) year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such
renewal or extension) and (ii) the date that is five Business Days prior
to the Maturity Date.


 


(d)                                 Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit.  In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by the Borrower on the date due as provided in
paragraph (e) of this Section, or of any reimbursement payment 


 


35

















 


required to be refunded to
the Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 


(e)                                  Reimbursement.  If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse
such LC Disbursement by paying to the Administrative Agent an amount equal to
such LC Disbursement not later than 12:00 noon, Toronto, Ontario time, on the
date that such LC Disbursement is made, if the Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., Toronto, Ontario time,
on such date, or, if such notice has not been received by the Borrower prior to
such time on such date, then not later than 12:00 noon, Toronto, Ontario time,
on (i) the Business Day that the Borrower receives such notice, if such
notice is received prior to 10:00 a.m., Toronto, Ontario time, on the day
of receipt, or (ii) the Business Day immediately following the day that
the Borrower receives such notice, if such notice is not received prior to such
time on the day of receipt; provided that the Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.03
or Section 2.05 that such payment be financed with an ABR Revolving
Borrowing, Prime Rate Revolving Borrowing or Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrower’s obligation to make such
payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing, Prime Rate Revolving Borrowing or Swingline Loan.  If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each Lender of the applicable
LC Disbursement, the payment then due from the Borrower in respect thereof and
such Lender’s Applicable Percentage thereof. 
Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.07 with respect to
Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the
Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear.  Any
payment made by a Lender pursuant to this paragraph to reimburse the Issuing
Bank for any LC Disbursement (other than the funding of ABR Revolving Loans,
Prime Rate Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.


 


(f)                                    Obligations
Absolute. The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) 


 


36

















 


any lack of validity or
enforceability of any Letter of Credit or this Agreement, or any term or
provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower’s obligations hereunder. 
Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor
any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any
error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in
interpretation of technical terms or any consequence arising from causes beyond
the control of the Issuing Bank; provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
Applicable Law) suffered by the Borrower that are caused by the Issuing Bank’s
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.  The parties hereto expressly agree that, in
the absence of gross negligence or wilful misconduct on the part of the Issuing
Bank (as finally determined by a court of competent jurisdiction), the Issuing
Bank shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.


 


(g)                                 Disbursement
Procedures.  The
Issuing Bank shall, promptly following its receipt thereof, examine all
documents purporting to represent a demand for payment under a Letter of
Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Lenders with respect to any such LC
Disbursement.


 


(h)                                 Interim
Interest.  If the
Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that
the Borrower reimburses such LC Disbursement, at the 


 


37

















 


rate per annum then
applicable to Prime Rate Revolving Loans in the event that the LC Disbursement
is made in Canadian dollars, and otherwise at the rate per annum then
applicable to ABR Revolving Loans; provided that, if the Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this
Section, then Section 2.13(g) shall apply.  Interest accrued pursuant to this paragraph
shall be for the account of the Issuing Bank, except that interest accrued on and
after the date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the
extent of such payment.


 


(i)                                     Replacement
of the Issuing Bank.  The Issuing Bank may be replaced at any time
by written agreement among the Borrower, the Administrative Agent, the replaced
Issuing Bank and the successor Issuing Bank. 
The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank.  At the
time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an
Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto
and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of
Credit.


 


(j)                                     Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 51% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (h) or (i) of Article VII.  Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower’s
risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account. 
Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the 


 


38

















 


Borrower for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject
to the consent of Lenders with LC Exposure representing greater than 51% of the
total LC Exposure), be applied to satisfy other obligations of the Borrower
under this Agreement.  If the Borrower is
required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.


 


SECTION 2.07                    Funding of Borrowings.


 


(a)                                  Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 12:00 noon, Toronto,
Ontario time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.05.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in
like funds, to an account of the Borrower maintained with the Administrative
Agent in Toronto, Ontario and designated by the Borrower in the applicable
Borrowing Request; provided that ABR Revolving Loans or Prime Rate Revolving
Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall
be remitted by the Administrative Agent to the Issuing Bank.


 


(b)                                 Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with the provisions of this Agreement concerning funding by Lenders
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if
a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender shall pay to the
Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to the Administrative
Agent, at a rate determined by the Administrative Agent in accordance with
prevailing banking industry practice on interbank compensation.  If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing. If the Lender does not do so forthwith, the
Borrower shall pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon at the interest rate applicable to
the Borrowing in question. Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that has failed
to make such payment to the Administrative Agent.


 


SECTION 2.08                    Interest Elections.


 


(a)                                  Each
Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of either a Eurodollar Borrowing, a BA
Borrowing or a BA Equivalent Loan, shall have an initial Interest Period as 


 


39

















 


specified in such Borrowing
Request.  Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, a BA Borrowing or a BA
Equivalent Loan, may elect Interest Periods therefor, all as provided in this
Section.  The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated rateably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.  This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.


 


(b)                                 To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. 
Each such telephonic Interest Election Request shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Borrower.


 


(c)                                  Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:


 


(i)                                     the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below
shall be specified for each resulting Borrowing);


 


(ii)                                  the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;


 


(iii)                               whether
the resulting Borrowing is to be an ABR Borrowing, a Prime Rate Borrowing, a BA
Borrowing or a Eurodollar Borrowing; and


 


(iv)                              if
the resulting Borrowing is either a Eurodollar Borrowing or a BA Borrowing, the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest
Period”.


 


If any such Interest Election Request
requests a Eurodollar Borrowing but does not specify an Interest Period, then
the Borrower shall be deemed to have selected an Interest Period of one (1) month’s
duration.  If any such Interest Election
Request requests a BA Borrowing but does not specify an Interest Period, then
the Borrower shall be deemed to have selected an Interest Period of thirty (30)
days.


 


(d)                                 Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.


 


40

















 


(e)                                  If
the Borrower fails to deliver a timely Interest Election Request with respect
to a Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein,
at the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  If the Borrower fails to
deliver a timely Interest Election Request with respect to a Revolving
Borrowing by way of BAs or BA Equivalent Loans prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
a Prime Rate Borrowing.  Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing may be converted to or
continued as either a Eurodollar Borrowing or BA Borrowing, (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the
end of the Interest Period applicable thereto, and (iii) unless repaid,
each Borrowing by way of BAs or BA Equivalent Loans shall be converted to a
Prime Rate Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.09                    Termination and Reduction of
Commitments.


 


(a)                                  Unless
previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)                                 The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments shall be
in an amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans
in accordance with Section 2.11, the sum of the Revolving Credit Exposures
would exceed the total Commitments.


 


(c)                                  The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least
three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower
pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Any
termination or reduction of the Commitments shall be permanent.  Each reduction of the Commitments shall be
made rateably among the Lenders in accordance with their respective
Commitments.


 


SECTION 2.10                    Repayment of Loans; Evidence
of Debt.


 


(a)                                  The
Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each 


 


41

















 


Revolving Loan on the
earlier of the Maturity Date and the date of the termination of the
Commitments, and (ii) to the Swingline Lender the then unpaid principal
amount of each Swingline Loan on the earliest of the Maturity Date, the first
date after such Swingline Loan is made that is the fifteenth or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made and the date of the termination of the Commitments; provided that on each
date that a Revolving Borrowing is made, the Borrower shall repay all Swingline
Loans then outstanding.


 


(b)                                 Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder.


 


(c)                                  The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.


 


(d)                                 The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section shall be prima facie evidence of the existence and amounts of
the obligations recorded therein; provided that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in accordance
with the terms of this Agreement.


 


(e)                                  Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).


 


SECTION 2.11                    Prepayment of Loans.


 


(a)                                  The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing (other than Borrowings made by way of BAs, BA Equivalent Loans or
LIBOR ) in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section.


 


(b)                                 The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Borrowing, not later than 11:00 a.m., Toronto, Ontario time, three
Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing or a Prime Rate Revolving Borrowing
not later than 


 


42

















 


11:00 a.m., Toronto,
Ontario time, one Business Day before the date of prepayment or (iii) in
the case of prepayment of a Swingline Loan, not later than 12:00 noon, Toronto,
Ontario time, on the date of prepayment. 
Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of each Borrowing or portion thereof to be
prepaid; provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section 2.09,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.09. 
Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof.  Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case
of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a Revolving Borrowing
shall be applied rateably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.


 


SECTION 2.12                    Fees.


 


(a)                                  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee, which shall accrue at the sum of the Applicable Rate
plus the Usage Fee on the average daily amount of the Available Revolving
Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which such Commitment terminates; provided,
if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the
daily amount of such Lender’s Revolving Credit Exposure from and including the
date on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure.  Accrued facility fees shall be payable in
arrears on the last Business Day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof; provided further that any
facility fees accruing after the date on which the Commitments terminate shall
be payable on demand.  All facility fees
shall be computed on the basis of a year of 365 days (or 366 days in the case
of a leap year) and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(b)                                 The
Borrower agrees to pay (i) to the Administrative Agent for the account of
each Lender a participation fee with respect to its participations in Letters
of Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurodollar Loans on the average daily amount of
such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective
Date to but excluding the later of the date on which such Lender’s Commitment
terminates and the date on which such Lender ceases to have any LC Exposure,
and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate of 0.125% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date of termination of the Commitments and the date on which there
ceases 


 


43

















 


to be any LC Exposure, as
well as the Issuing Bank’s standard fees with respect to the issuance,
amendment, payment, negotiation, renewal or extension of any Letter of Credit
or processing of drawings thereunder. 
Participation fees and fronting fees accrued through and including the
last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be
payable on demand.  Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand.  All participation
fees and fronting fees shall be computed on the basis of a year of 365 days (or
366 days in the case of a leap year) and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).


 


(c)                                  The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.


 


(d)                                 All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of facility fees and participation
fees, to the Finance Parties.  Fees paid
shall not be refundable under any circumstances.


 


SECTION 2.13                    Interest.


 


(a)                                  The
Loans comprising each ABR Borrowing (including each ABR Swingline Loan) shall
bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)                                 The
Loans comprising each Prime Rate Borrowing (including each Prime Rate Swingline
Loan) shall bear interest at the Prime Rate plus the Applicable Rate.


 


(c)                                  The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.


 


(d)                                 In
respect of each Bankers’ Acceptance, a stamping fee equal to the Applicable
Rate multiplied by the face amount of the Bankers’ Acceptance with the product
thereof further multiplied by the number of days to maturity of the Bankers’
Acceptance and divided by 365, payable at the time of acceptance (and for
greater certainty, in addition to paying the said stamping fee, the Borrower
acknowledges that the proceeds it will receive upon the issuance of such
Bankers’ Acceptance will be less than the face amount payable by it to the
holder of such Bankers’ Acceptance on the maturity thereof, as more
particularly provided in Section 2.04);


 


(e)                                  In
respect of each BA Equivalent Note, a stamping fee equal to the Applicable Rate
multiplied by the face amount of the BA Equivalent Note with the product
thereof further multiplied by the number of days to maturity of the BA Equivalent
Note and divided by 365, payable at the time of acceptance (and for 


 


44

















 


greater certainty, in
addition to paying the said stamping fee, the Borrower acknowledges that the
proceeds it will receive upon the issuance of such BA Equivalent Note will be
less than the face amount payable by it to the holder of such BA Equivalent
Note on the maturity thereof, as more particularly provided in Section 2.04);


 


(f)                                    Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, to the fullest extent permitted by
Applicable Law, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided in the preceding paragraphs of this Section, (ii) in the case of
any other amount payable in Canadian dollars, 2% plus the rate applicable to
Prime Rate Loans as provided in paragraph (b) of this Section or (iii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.


 


(g)                                 Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i) interest
accrued pursuant to paragraph (f) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Revolving Loan or a Prime Rate Revolving
Loan prior to the end of the Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.


 


(h)                                 All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when
the Alternate Base Rate is based on the U.S. Base Rate and interest computed by
reference to the Prime Rate shall be computed on the basis of a year of 365
days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).  The applicable Alternate Base
Rate, Prime Rate, CDOR Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.


 


(i)                                     For
purposes of disclosure pursuant to the Interest Act (Canada),
the annual rates of interest or fees to which the rates of interest or fees
provided in this Agreement and the other Loan Documents (and stated herein or
therein, as applicable, to be computed on the basis of 360 days or any other
period of time less than a calendar year) are equivalent are the rates so
determined multiplied by the actual number of days in the applicable calendar
year and divided by 360 or such other period of time, respectively.


 


(j)                                     If
any provision of this Agreement or of any of the other Loan Documents would
obligate any Loan Party to make any payment of interest or other amount payable
to the Lenders in an amount or calculated at a rate which would be prohibited
by 


 


45

















 


law or would result in a
receipt by the Finance Parties of interest at a criminal rate (as such terms
are construed under the Criminal Code (Canada)) then, notwithstanding such
provisions, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by law or so result in a receipt by the
Finance Parties of interest at a criminal rate, such adjustment to be effected,
to the extent necessary, as follows: (1) firstly, by reducing the amount
or rate of interest required to be paid to the Finance Parties under this Section 2.13,
and (2) thereafter, by reducing any fees, commissions, premiums and other
amounts required to be paid to the Finance Parties which would constitute “interest”
for purposes of Section 347 of the Criminal Code
(Canada).  Notwithstanding the foregoing,
and after giving effect to all adjustments contemplated thereby, if the Finance
Parties shall have received an amount in excess of the maximum permitted by
that section of the Criminal Code
(Canada), the Loan Parties shall be entitled, by notice in writing to the
Administrative Agent, to obtain reimbursement from the Finance Parties in an
amount equal to such excess and, pending such reimbursement, such amount shall
be deemed to be an amount payable by the Finance Parties to the Borrowers.  Any amount or rate of interest referred to in
this Section 2.13(j) shall be determined in accordance with generally
accepted actuarial practices and principles as an effective annual rate of
interest over the term that the applicable Loan remains outstanding on the
assumption that any charges, fees or expenses that fall within the meaning of “interest”
(as defined in the Criminal Code
(Canada)) shall, if they relate to a specific period of time, be pro-rated over
that period of time and otherwise be pro-rated over the period from the
Effective Date to the Maturity Date and, in the event of a dispute, a
certificate of a Fellow of the Canadian Institute of Actuaries appointed by the
Administrative Agent shall be conclusive for the purposes of such
determination.


 


SECTION 2.14                    Alternate Rate of Interest.


 


If the Required Lenders determine that for
any reason a market for Bankers’ Acceptances does not exist at any time or the
Lenders cannot for other reasons, after reasonable efforts, readily sell
Bankers’ Acceptances or perform their other obligations under this Agreement
with respect to Bankers’ Acceptances, the Administrative Agent will promptly so
notify the Borrower and each Lender. 
Thereafter, the Borrower’s right to request the acceptance of Bankers’
Acceptances shall be and remain suspended until the Required Lenders determine
and the Administrative Agent notifies the Borrower and each Lender that the condition
causing such determination no longer exists. 
If the Required Lenders determine that for any reason adequate and
reasonable means do not exist for determining the Adjusted LIBO Rate for any
requested Interest Period with respect to a proposed Eurodollar Loan, or that
the Adjusted LIBO Rate for any requested Interest Period with respect to a
proposed Eurodollar Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so
notify the Borrower and each Lender. 
Thereafter, the obligation of the Lenders to make or maintain Eurodollar
Loans shall be suspended until the Administrative Agent (upon the instruction
of the Required Lenders) revokes such notice. 
Upon receipt of such notice, the Borrower may revoke any pending request
for a borrowing, conversion or continuation of Eurodollar Loans or, failing
that, will be deemed to have converted such request into a request for a
borrowing of ABR Loans in the amount specified therein.


 


46














 


SECTION 2.15                    Increased Costs.


 


(a)                                  If
any Change in Law shall:


 


(i)                                     impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended or
participated in by, any Lender or the Issuing Bank; or


 


(ii)                                  subject
any Lender to any Tax of any kind whatsoever with respect to this Agreement,
any Letter of Credit, any participation in a Letter of Credit or any Loan made
by it, or change the basis of taxation of payments to such Lender in respect
thereof, except for Indemnified Taxes or Other Taxes covered by Section 2.18
and the imposition, or any change in the rate, of any Excluded Tax payable by
such Lender; or


 


(iii)                               impose
on any Lender or the Issuing Bank or the London interbank market any other
condition, cost or expense affecting this Agreement or Loans made by such
Lender or any Letter of Credit or participation therein;


 


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in,
issuing or maintaining any Letter of Credit (or of maintaining its obligation
to participate in or to issue any Letter of Credit), or to reduce the amount of
any sum received or receivable by such Lender or the Issuing Bank hereunder
(whether of principal, interest or otherwise), then upon request of such Lender
or the Issuing Bank the Borrower will pay to such Lender or the Issuing Bank,
as the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.


 


(b)                                 If
any Lender or the Issuing Bank determines that any Change in Law affecting such
Lender or any lending office of such Lender or such Lender’s holding company,
if any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the Issuing Bank’s capital or on the
capital of such Lender’s or the Issuing Bank’s holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in
Letters of Credit held by, such Lender, or the Letters of Credit issued by the
Issuing Bank, to a level below that which such Lender or the Issuing Bank or
such Lender’s or the Issuing Bank’s holding company could have achieved but for
such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
policies and the policies of such Lender’s or the Issuing Bank’s holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender’s or the Issuing Bank’s holding company for any such reduction
suffered.


 


(c)                                  A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding 


 


47

















 


company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within ten days after receipt thereof.


 


(d)                                 Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or
the Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefore, unless the Change in Law giving rise
to such increased costs or reductions is retroactive, in which case the 270-day
period referred to above shall be extended to include the period of retroactive
effect thereof.


 


SECTION 2.16                    Illegality.


 


If any Finance Party determines that any
Applicable Law has made it unlawful, or that any Governmental Authority has
asserted that it is unlawful, for any Finance Party or its applicable lending
office to make or maintain any Loan (or to maintain its obligation to make any
Loan), or to participate in, issue or maintain any Letter of Credit (or to
maintain its obligation to participate in or to issue any Letter of Credit), or
to determine or charge interest rates based upon any particular rate, then, on
notice thereof by such Finance Party to the Borrower through the Administrative
Agent, any obligation of such Finance Party with respect to the activity that
is unlawful shall be suspended until such Finance Party notifies the Administrative
Agent and the Borrower that the circumstances giving rise to such determination
no longer exist.  Upon receipt of such
notice, the Borrower shall, upon demand from such Finance Party (with a copy to
the Administrative Agent), prepay or, if conversion would avoid the activity
that is unlawful, convert any Loans, or take any necessary steps with respect
to any Letter of Credit in order to avoid the activity that is unlawful.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or
converted.  Each Finance Party agrees to
designate a different lending office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Finance Party,
otherwise be materially disadvantageous to such Finance Party.


 


SECTION 2.17                    Break Funding Payments.


 


The Borrower shall have no right to prepay
the amount of any Borrowing hereunder in the form of a Bankers’ Acceptance, a
BA Equivalent Loan or a Eurodollar Loan. 
Subject to the foregoing, in the event of (a) the payment of any
principal of any Eurodollar Loan, BA Loan or BA Equivalent Loan other than on
the last day of an Interest Period applicable thereto (including as a result of
an Event of Default), (b) the conversion of any Eurodollar Loan, BA Loan
or BA Equivalent Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay
any Eurodollar Loan, BA Loan or BA Equivalent Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(b) and is revoked in accordance
therewith), or (d) the assignment of any Eurodollar Loan, BA Loan or BA
Equivalent Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.20,
then, in any such event, the Borrower shall indemnify and compensate each
Lender for the loss, cost and expense attributable to such event and shall be obliged
to comply with the provisions of this Section. 
In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the 


 


48

















 


amount of interest which
would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period
for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. In the event of (a) the payment of any Borrowing in the form of a
Bankers’ Acceptance or BA Equivalent Loan other than on the maturity date of
such Bankers’ Acceptance or BA Equivalent Loan (including as a result of an
Event of Default), (b) the conversion of any Bankers’ Acceptance or BA
Equivalent Loan other than on the maturity date applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Bankers’ Acceptance or BA
Equivalent Loan on the date specified in any notice delivered pursuant hereto,
or (d) the assignment of any Borrowing in the form of a Bankers’
Acceptance or BA Equivalent Loan other than on the maturity date of such
Bankers’ Acceptance or BA Equivalent Loan as a result of a request by the
Borrower pursuant to Section 2.20, then, in any such event, the Borrower
shall pay to the Administrative Agent that amount equal to the face amount of
any and all outstanding Bankers’ Acceptances and the principal amount of any
and all outstanding BA Equivalent Loans (such payments to include, without
limitation, the amount or amounts required to pay (1) on maturity, the
undiscounted face amount of all outstanding Bankers’ Acceptances which the
Finance Parties are required to honour and (2) all unpaid stamping and
acceptance fees, if any, owed to the Finance Parties, such amounts (including
interest earned thereon) to be held by the Administrative Agent and to be
applied by the Administrative Agent to the Borrowers’ indebtedness in respect
of such Borrowings at the maturity or expiry date thereof.  In the event that the Borrower is required to
reimburse the Administrative Agent or pay any amount to the Administrative
Agent on account of the indemnity contained in this Section as a result of
a request by the Borrower to prepay or repay the amount of any Borrowing or
otherwise, the Borrower shall be required to pay any and all amounts owing to
the Administrative Agent in accordance with this Section on such terms and
conditions as the Administrative Agent may reasonably require. A certificate of
the Administrative Agent or any Lender setting forth any amount or amounts that
such Finance Party is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such
Finance Party the amount shown as due on any such certificate within ten days
after receipt thereof.


 


SECTION 2.18                    Taxes.


 


(a)                                  If
the Borrower, any other Loan Party, the Administrative Agent, or any other
Finance Party is required by Applicable Law to deduct or pay any Indemnified Taxes
(including any Other Taxes) in respect of any payment by or on account of any
obligation of a Loan Party hereunder or under any other Loan Document, then (i) the
sum payable shall be increased by that Loan Party when payable as necessary so
that after making or allowing for all required deductions and payments
(including deductions and payments applicable to additional sums payable under
this Section) the Administrative Agent or Finance Party, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions or payments been required, (ii) the Loan Party shall make any
such deductions required to be made by it under Applicable Law and (iii) the
Loan Party shall timely pay the full amount required to be deducted to the
relevant Governmental Authority in accordance with Applicable Law.


 


(b)                                 Without
limiting the provisions of paragraph (a) above, the Borrower shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with
Applicable Law.


 


49

















 


(c)                                  The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within ten days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of
the Borrower hereunder and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank (in each case, with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.


 


(d)                                 As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by
the Borrower or other Loan Party to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 


(e)                                  Any
Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
resident for tax purposes, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement or under any other Loan Document
shall, at the request of the Borrower, deliver to the Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by Applicable Law or
reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by Applicable Law as will
permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, (a) any Lender, if requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by
Applicable Law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to withholding or information reporting
requirements, and (b) any Lender that ceases to be, or to be deemed to be,
resident in Canada for purposes of Part XIII of the ITA or any successor
provision thereto shall within five days thereof notify the Borrower and the
Administrative Agent in writing.


 


(f)                                    If
the Administrative Agent or a Lender determines, in its sole discretion, that
it has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which a Loan Party has paid
additional amounts pursuant to this Section 2.18, or that, because of the
payment of such Taxes or Other Taxes, it has benefited from a reduction in
Excluded Taxes otherwise payable by it, it shall pay to the Borrower or other
Loan Party, as applicable, an amount equal to such refund or reduction (but
only to the extent of indemnity payments made, or additional amounts paid, by
the Borrower or Loan Party under this Section 2.18 with respect to the
Taxes or Other Taxes giving rise to such refund or reduction), net of all
out-of-pocket expenses of the 


 


50

















 


Administrative Agent or such
Lender, as the case may be, and without interest (other than any net after-tax
interest paid by the relevant Governmental Authority with respect to such
refund). The Borrower or other Loan Party, as applicable, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over
to the Borrower or other Loan Party (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender if the Administrative Agent or such Lender is required to
repay such refund or reduction to such Governmental Authority. This paragraph
shall not be construed to require the Administrative Agent or any Lender to
make available its tax returns (or any other information relating to its taxes
which it deems confidential) to the Borrower or any other Person, to arrange
its affairs in any particular manner or to claim any available refund or
reduction.


 


SECTION 2.19                    Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.


 


(a)                                  The
Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or of
amounts payable under Section 2.15, Section 2.17 or Section 2.18,
or otherwise) prior to 12:00 noon, Toronto, Ontario time, on the date when due,
in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments shall
be made to the Administrative Agent at its offices at 200 Bay Street, Suite 1800,
Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2, except payments to be
made directly to the Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Section 2.15, Section 2.17,
Section 2.18, and Section 9.03 shall be made directly to the Persons
entitled thereto.  The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt
thereof.  For greater certainty, stamping
fees in respect of Bankers’ Acceptances and BA Equivalent Notes shall be
received and retained by the respective Lenders which issued or accepted such
Bankers’ Acceptances and BA Equivalent Notes. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such
extension.  All payments hereunder shall
be made in dollars.


 


(b)                                 If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due
hereunder, rateably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due
hereunder, rateably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such parties.


 


51

















 


(c)                                  If
any Lender, by exercising any right of set-off or counterclaim or otherwise,
obtains any payment or other reduction that might result in such Lender
receiving payment or other reduction of a proportion of the aggregate amount of
its Revolving Loans and participations in LC Disbursements and Swingline Loans
and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the lender receiving such payment or other reduction
shall (a) notify the Administration Agent of such fact, and (b) purchase
(for cash at face value) participations in the Revolving Loans and
participations in LC Disbursements and Swingline Loans of other Lenders or make
such other adjustments as shall be equitable so that the benefit of all such
payments shall be shared by the Lenders rateably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered,  such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, (ii) the
provisions of this Section shall not be construed to apply to any payment
made by any Loan Party pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans or participations in LC
Disbursements to any assignee or participant, other than to the Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this Section shall
apply) and (iii) the provisions of this Section shall not be
construed to apply to (w) any payment made while no Event of Default has
occurred and is continuing in respect of obligations of the Borrower to such
Lender that do not arise under or in connection with the Loan Documents, (x) any
payment made in respect of an obligation that is secured by a Permitted Lien or
that is otherwise entitled to priority over the Borrower’s obligations under or
in connection with the Loan Documents, (y) any reduction arising from an
amount owing to a Loan Party upon the termination of derivatives entered into
between such Loan Party and such Lender, or (z) any payment to which such
Lender is entitled as a result of any form of credit protection obtained by
such Lender.  The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
Applicable Law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.


 


(d)                                 Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the Issuing Bank, as the case may
be, the amount due.  In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at a rate determined 


 


52

















 


by the Administrative Agent
in accordance with prevailing banking industry practice on interbank
compensation.


 


(e)                                  If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b),
Section 2.19(d), or Section 9.03(c), then the Administrative Agent
may, in its discretion and notwithstanding any contrary provision hereof, (i) apply
any amounts thereafter received by the Administrative Agent for the account of
such Lender and for the benefit of the Administrative Agent, the Swingline
Lender or the Issuing Bank to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold
any such amounts in a segregated account as cash collateral for, and
application to, any future funding obligations of such Lender under such
Sections; in the case of each of (i) and (ii) above, in any order as
determined by the Administrative Agent in its discretion.


 


SECTION 2.20                    Mitigation Obligations;
Replacement of Lenders.


 


(a)                                  If
any Lender requests compensation under Section 2.15, or requires the
Borrower to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.18, then
such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.15 or Section 2.18,
as the case may be, in the future and (ii) would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender.  The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


 


(b)                                 If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.18, or if
any Lender becomes a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent (and if a
Commitment is being assigned, the Issuing Bank), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and participations in
LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower
(in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or
payments required to be made pursuant to Section 2.18, such assignment will
result in a reduction in such compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior 


 


53

















 


thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.


 


SECTION 2.21                    Returned Payments.


 


If, after receipt of any payment which is
applied to the payment of all or any part of the Obligations, the Administrative
Agent, the Issuing Bank or any Lender is for any reason compelled to surrender
such payment or proceeds to any Person because such payment or application of
proceeds is invalidated, declared fraudulent, set aside, determined to be void
or voidable as a preference, impermissible setoff, or a diversion of trust
funds, or for any other reason, then the Obligations or part thereof intended
to be satisfied shall be revived and continued and this Agreement shall
continue in full force as if such payment or proceeds had not been received by
the Administrative Agent, the Issuing Bank or such Lender.  The provisions of this Section 2.21
shall be and remain effective notwithstanding any contrary action which may
have been taken by the Administrative Agent, the Issuing Bank or any Lender in
reliance upon such payment or application of proceeds.  The provisions of this Section 2.21
shall survive the termination of this Agreement.


 


SECTION 2.22                    Defaulting Lenders.


 


Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:


 


(a)                                  fees
shall cease to accrue on the Available Revolving Commitment of such Defaulting
Lender pursuant to Section 2.12(a);


 


(b)                                 the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken
or may take any action hereunder (including any consent to any amendment or
waiver pursuant to Section 9.02); provided that any waiver, amendment or
modification requiring the consent of all Lenders or each affected Lender which
affects such Defaulting Lender differently than other affected Lenders shall
require the consent of such Defaulting Lender;


 


(c)                                  if
any Swingline Exposure or LC Exposure exists at the time a Lender becomes a
Defaulting Lender then: (i) all or any part of such Swingline Exposure and
LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Applicable Percentages but only to the extent (x) the
sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus, without
duplication, such Defaulting Lender’s Swingline Exposure and LC Exposure, does
not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the
conditions set forth in Section 2.01 are satisfied at such time; (ii) if
the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall within one Business Day following
notice by the Administrative Agent (x) first, prepay such Swingline
Exposure and (y) second, cash collateralize such Defaulting Lender’s LC
Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.06(j) for so
long as such LC Exposure is outstanding; (iii) if the Borrower cash
collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to
this Section 2.22(c), no Borrower shall be required to pay any fees to
such Defaulting Lender pursuant to Section 


 


54

















 


2.12(b) with respect to
such Defaulting Lender’s LC Exposure during the period such Specified
Defaulting Lender’s LC Exposure is cash collateralized; (iv) if the LC
Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.22(c)),
then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall
be adjusted in accordance with such non-Defaulting Lenders’ Applicable
Percentages; (v) if any Defaulting Lender’s LC Exposure is neither cash
collateralized nor reallocated pursuant to this Section 2.22(c), then,
without prejudice to any rights or remedies of the Issuing Bank or any Lender
hereunder, all facility fees that otherwise would have been payable to such
Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Commitment that was utilized by such LC Exposure) and letter of credit fees
payable under Section 2.12(b) with respect to such Defaulting Lender’s
LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash
collateralized and/or reallocated; and (vi) the Administrative Agent shall
promptly notify the Lenders of any reallocation described in this Section 2.22(c);
and


 


(d)                                 so
long as any Lender is a Defaulting Lender, the Swingline Lender shall not be
required to fund any Swingline Loan and the Issuing Bank shall not be required
to issue, extend the expiry date of or increase the amount of any Letter of
Credit, unless it is satisfied that the related exposure will be 100% covered
by the Commitments of the non-Defaulting Lenders and/or cash collateral will be
provided by the Borrowers in accordance with Section 2.22(c), and
participating interests in any such newly issued or increased Letter of Credit
or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in
a manner consistent with Section 2.22(c) (i) (and Defaulting
Lenders shall not participate therein); and


 


(e)                                  In
the event that the Administrative Agent, the Borrower, the Issuing Bank and the
Swingline Lender each agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the
Swingline Exposure and LC Exposure of the Lenders shall be readjusted to
reflect the inclusion of such Lender’s Commitments and on such date such Lender
shall purchase at par such of the Loans of the other Lenders (other than
Swingline Loans) as the Administrative Agent shall determine may be necessary
in order for such Lender to hold such Loans in accordance with its Applicable
Percentage.


 


SECTION 2.23                    Expansion Option.


 


The Borrower may from time to time elect to
request that the Commitments be increased in a minimum amount of $10,000,000
(unless otherwise agreed by the Administrative Agent) so long as, after giving
effect thereto and taking into account any prior increase or increases to the
Commitments effected pursuant to this Section 2.23, the Commitments do not
exceed $550,000,000.  The Borrower may
arrange for any such increase to be provided by one or more Lenders (each
Lender so agreeing to an increase in its Commitment, an “Increasing Lender”),
or by one or more new banks, financial institutions or other entities
acceptable to the Administrative Agent (each such new bank, financial
institution or other entity, an “Augmenting Lender”), to increase their
existing Revolving Commitments, or extend new Revolving Commitments, as the
case may be, provided that (i) each Augmenting Lender shall be reasonably
acceptable to the Administrative Agent, (ii) (x) in the case of an
Increasing Lender, the Borrower, the Administrative Agent and such Increasing
Lender shall execute an agreement substantially 


 


55

















 


in the form of Exhibit D
hereto, and (y) in the case of an Augmenting Lender, the Borrower, the
Administrative Agent and such Augmenting Lender shall execute an agreement
substantially in the form of Exhibit E hereto, and (iii) any
Lender approached to so increase its Commitment may elect or decline, in its
sole discretion, to provide any such increase. Increases in Commitments and new
Commitments created pursuant to this Section 2.23 shall become effective
on the date agreed by the Borrower, the Administrative Agent and the relevant
Increasing Lenders or Augmenting Lenders. 
The Administrative Agent shall notify the Borrower and each Lender of
the effective date of any increase in the Commitments.  Notwithstanding the foregoing, no increase in
the Commitments (or in the Commitment of any Lender), shall become effective
under this paragraph unless, (i) on the proposed date of the effectiveness
of such increase, the conditions set forth in each paragraph of Section 4.02
shall be satisfied or waived by the Required Lenders and the Administrative
Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of the Borrower, (ii) the Administrative
Agent shall have received documents consistent with those delivered on the
Effective Date as to the corporate power and authority of the Borrower to
borrow hereunder after giving effect to such increase and (iii) the
Administrative Agent shall have received written opinions addressed to the
Administrative Agent and the Lenders and dated the effective date of such
increase of counsel to the Loan Parties in form and substance reasonably
satisfactory to the Administrative Agent. 
On the effective date of any increase in the Commitments, (i) each
relevant Increasing Lender and Augmenting Lender shall make available to the
Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as
being required in order to cause, after giving effect to such increase and the
use of such amounts to make payments to such other Lenders, each Lender’s
Applicable Percentage of each Class of outstanding Loans is equivalent to
such Lender’s Applicable Percentage the Commitments and (ii) the Borrower
shall be deemed to have repaid and reborrowed all outstanding Revolving Loans
as of the date of any increase in the Commitments (with such reborrowing to
consist of the Types of Revolving Loans, with related Interest Periods if
applicable, specified in a notice delivered by the Borrower in accordance with
the requirements of Section 2.03). 
The deemed payments made pursuant to clause (ii) of the immediately
preceding sentence shall be accompanied by payment of all accrued interest on
the amount prepaid and, in respect of each Eurodollar Loan, BA Loan and BA
Equivalent Loan, shall be subject to indemnification by the Borrower pursuant
to the provisions of Section 2.17 if the deemed payment occurs other than
on the last day of the related Interest Periods.


 


ARTICLE III


 


Representations and Warranties


 


The Borrower represents and warrants to the
Lenders that:


 


SECTION 3.01                    Organization; Powers.


 


Each of the Loan Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.


 


SECTION 3.02                    Authorization; Enforceability.


 


(a)                                  The
Transactions are within the corporate powers of each of the Loan Parties and
have been duly authorized by all necessary corporate and, if required,
stockholder action.  Each of this
Agreement and the other Loan Documents to which it is a party has been duly
executed and delivered by each Loan Party and 


 


56

















 


constitutes a legal, valid
and binding obligation of each Loan Party, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.


 


(b)                                 The
choice of governing law provisions contained in this Agreement and each other
Loan Document to which any Loan Party is a party are enforceable in the
jurisdictions where such Loan Party is organized or incorporated or any
Collateral of such Loan Party is located. 
Any judgment obtained in connection with any Loan Document in the
jurisdiction of the governing law of such Loan Document will be recognized and
be enforceable in the jurisdictions where such Loan Party is organized or any
Collateral is located.


 


(c)                                  The
Loan Documents to which each Loan Party is a party are in proper legal form
under the laws of the jurisdiction in which each such Loan Party is organized
or incorporated and existing (i) for the enforcement thereof against each
such Loan Party under the laws of each such jurisdiction and (ii) in order
to ensure the legality, validity, enforceability, priority or admissibility in
evidence of such Loan Documents.  It is
not necessary to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Loan Documents to which any Loan Party is a
party that any such Loan Documents be filed, registered or recorded with, or executed
or notarized before, any court or other authority in the jurisdiction in which
any such Loan Party is organized or that any registration charge or stamp or
similar tax be paid on or in respect of the applicable Loan Documents or any
other document, except (i) for any such filing, registration, recording,
execution or notarization that is referred to in Section 3.18 or is not
required to be made until enforcement of the applicable Loan Document or (ii) to
the extent the foregoing have been made or paid.


 


SECTION 3.03                    Governmental Approvals; No
Conflicts.


 


The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except such as have been obtained or made and are
in full force and effect, (b) will not violate any Applicable Law or
regulation or the articles, by-laws or other organizational documents of the
Borrower or any other Loan Party or any order of any Governmental Authority, (c) will
not violate or result in a default under any indenture, agreement or other
instrument binding upon the Borrower or any other Loan Party or any of their
respective assets, or give rise to a right thereunder to require any payment to
be made by the Borrower or any other Loan Party, and (d) will not result
in the creation or imposition of any Lien on any asset of the Borrower or any
other Loan Party (except for Liens created pursuant to the Loan Documents).


 


SECTION 3.04                    Financial Condition; No
Material Adverse Change.


 


(a)                                  The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows as of and for the
fiscal year ended 2008, reported on by Ernst & Young LLP, independent
public accountants, certified by its chief financial officer.  Such financial statements present fairly, in
all material respects, the financial position and results of operations and
cash flows of the Borrower and its consolidated 


 


57

















 


Subsidiaries as of such
dates and for such periods in accordance with GAAP, subject to year-end audit
adjustments.


 


(b)                                 Since
December 31, 2008, there has been no material adverse change in (i) the
business, assets, operations, prospects or financial condition of the Borrower
and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to
perform its obligations under this Agreement or any other Loan Document or (iii) the
rights of or benefits available to the Lenders under this Agreement or any
other Loan Document


 


SECTION 3.05                    Properties.


 


(a)                                  Each
of the Borrower and the other Loan Parties has good title to, or valid
leasehold interests in, all its real and personal property material to its
business, except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.


 


(b)                                 Each
of the Borrower and the other Loan Parties owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other Intellectual Property
material to its business, and the use thereof by the Borrower and the other
Loan Parties does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


 


(c)                                  No
Loan Party owns any freehold interest in any real estate other than the parcels
which are described by their municipal addresses in Schedule 3.05.


 


(d)                                 No
Loan Party owns any leasehold interest in any real estate other than the
parcels which are described by their municipal addresses in Schedule 3.05.


 


(e)                                  Each
of the locations at which any Loan Party keeps any Collateral which is tangible
personal property with an aggregate value of greater than $25,000,000 is set
forth in Schedule 3.05. The location of each Loan Party (for the
purposes of Section 7(3) of the Personal Property Security
Act (Ontario)) is set forth in Schedule 3.05.


 


SECTION 3.06                    Litigation and Environmental
Matters.


 


(a)                                  There
are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.


 


(b)                                 Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or 


 


58

















 


comply with any permit,
license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received notice
of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.


 


(c)                                  All
facilities and property (including underlying groundwater) owned, leased, used
or operated by the Loan Parties have been, and continue to be, owned, leased,
used or operated by the Loan Parties in compliance with all Environmental Laws
in effect at the time and from time to time of such ownership, leasing or
usage, except where failure to do so could not reasonably be expected to have a
Material Adverse Effect.


 


(d)                                 There
are no pending or threatened (in writing):


 


(i)                                     claims,
complaints, notices or requests for information received by Loan Parties (or
any one or more of them) with respect to any alleged violation of any
Environmental Law, except such as could not reasonably be expected to have a
Material Adverse Effect, or


 


(ii)                                  complaints,
notices or inquiries to the Loan Parties (or any one or more of them) regarding
potential liability under any Environmental Law which liability could
reasonably be expected to have a Material Adverse Effect;


 


(e)                                  There
has been no escape, seepage, leakage, spillage, discharge, emission or release
of Hazardous Materials at, on, under or from any property now or previously
owned, leased, used or operated by the Loan Parties (or any one or more of
them) that, singly or in the aggregate, have, or could reasonably be expected
to have, a Material Adverse Effect.


 


(f)                                    Each
of the Loan Parties has been issued and is in compliance with all Environmental
Permits, except where failure to do so could not reasonably be expected to have
a Material Adverse Effect.


 


(g)                                 No
conditions exist at, on or under any property now or previously owned, leased,
used or operated by the Loan Parties (or any one or more of them) which, with
the passage of time, or the giving of notice or both, would give rise to
liability under any Environmental Law in effect at the time, which liability
could reasonably be expected to have a Material Adverse Effect.


 


(h)                                 No
Loan Party has within the immediately preceding three (3) years been
convicted of an offence for non-compliance with any Environmental Laws,
Environmental Permits or Environmental Orders or been fined or otherwise sentenced
or settled such prosecution short of conviction.


 


(i)                                     Each
of the Loan Parties has in effect a management structure that permit it to
effectively manage environmental risk and respond in a timely manner in
compliance with the Environmental Laws, Environmental Orders and Environmental
Permits in the event of release of Hazardous Materials in, on or under their
property.


 


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(j)                                     Since
the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in, or
materially increased the likelihood of, a Material Adverse Effect.


 


SECTION 3.07                    Compliance with Laws and
Agreements.


 


Each of the Borrower and the
other Loan Parties is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property including
Requirements of Health Care Law and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  No Default
has occurred and is continuing.


 


SECTION 3.08                    Investment Company Status.


 


Neither the Borrower nor any
other Loan Party is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act
of 1940.


 


SECTION 3.09                    Taxes.


 


Each of the Borrower and its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid, reserved for or caused to be paid all
Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Borrower
or such Subsidiary, as applicable, has set aside on its books adequate reserves
or (b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.


 


SECTION 3.10                    ERISA.


 


No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other
such ERISA Events for which liability is reasonably expected to occur, could
reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit
obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the
date of the most recent financial statements reflecting such amounts, exceed by
more than $10,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed by more than $10,000,000
the fair market value of the assets of all such underfunded Plans.


 


SECTION 3.11                    Withholdings.


 


The Borrower and its Subsidiaries
has withheld all employee withholdings and has made all employer contributions
to be withheld and made by it pursuant to Applicable Law on account of Canadian
Benefit Plans, Canadian Pension Plans, employment insurance and employee income
taxes, except for any such withholdings and contributions in an aggregate
amount less than $5,000,000.


 


SECTION 3.12                    Canadian Pension Plan and
Benefit Plans.


 


Schedule 3.12
lists all Canadian Benefit Plans and Canadian Pension Plans currently
maintained or contributed or required to be contributed to by the Borrower and
its Subsidiaries.  No Canadian Pension
Plan is a pension plan as that term is defined in the Pension
Benefits Act (Ontario), 


 


60

















 


provides defined benefit
entitlements to its beneficiaries, is unfunded, or funded through a letter of
credit or similar instrument.  The
Borrower and its Subsidiaries have complied with and performed all of their
material obligations under and in respect of the Canadian Benefit Plans and
Canadian Pension Plans under the terms thereof, any funding agreements and all
Applicable Law (including any fiduciary, funding, investment and administration
obligations).  All material employer and
employee payments, contributions or premiums to be remitted, paid to or in
respect of each Canadian Benefit Plan and Canadian Pension Plan have been paid
in a timely fashion in accordance with the terms thereof, any funding agreement
and all Applicable Law.  There have been
no material improper withdrawals or applications of the assets of the Canadian
Benefit Plans or Canadian Pension Plans. 
No promises of benefit improvements under the Canadian Benefit Plans or
Canadian Pension Plans have been made except where such improvement could not
be reasonably expected to have a Material Adverse Effect.  All material reports and disclosures relating
to the Canadian Pension Plans required by such plans and any Requirement of Law
to be filed or distributed have been filed or distributed.  There has been no partial termination of any
Canadian Pension Plan and no facts or circumstances have occurred or existed
that could result or be reasonably anticipated to result in the declaration of
a partial termination of any Canadian Pension Plan under Requirements of Law
which could reasonably be expected to have a Material Adverse Effect.  Except as set forth on Schedule 3.12, (a) there
are no outstanding disputes concerning the assets of the Canadian Benefit
Plans  and Canadian Pension Plans and (b) all
Canadian Benefit Plans are fully insured.


 


SECTION 3.13                    Disclosure.


 


The Borrower has disclosed
to the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. 
Neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on
behalf of the Borrower to the Administrative Agent or any Lender in connection
with the negotiation of this Agreement or delivered hereunder (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.


 


SECTION 3.14                    Material Agreements.


 


All material agreements and
contracts including Material Contracts to which the Borrower and the other Loan
Parties is a party or is bound as of the date of this Agreement are listed on Schedule
3.14.  Except as could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor
any other Loan Party is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
material agreement to which it is a party. 
To the extent requested by the Administrative Agent or any Lender, all
consents necessary to the granting of a security interest in the Material Contracts
and to the assignment of the Material Contracts upon the occurrence of an Event
of Default have been obtained. No Contracts have been entered into by the
Borrower or any other Loan Party (except Material Contracts which are already
covered by the immediately preceding sentence) which prohibit in accordance
with their respective terms the creation of a security interest in the subject
Contract, to the extent such Contract would, if terminated, either on its own
or together with all other such Contracts of the Borrower and the other Loan
Parties, result in the occurrence of a Material Adverse Effect.


 


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SECTION 3.15                    Solvency.


 


(a)                                  Immediately
after the consummation of the Transactions to occur on the Effective Date, (i) the
fair value of the assets of the Borrower and its Subsidiaries, at a fair
valuation, will exceed its debts and liabilities, subordinated, contingent or
otherwise; (ii) the Borrower and its Subsidiaries will be able to pay
their respective debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (iii) the
Borrower and its Subsidiaries will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted after the Effective Date.


 


(b)                                 The
Borrower shall not, nor will it permit any of its Subsidiaries to, incur debts
beyond its ability to pay such debts as they mature, taking into account the
timing of and amounts of cash to be received by it or any such Subsidiary and
the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.


 


SECTION 3.16                    Insurance.


 


Schedule 3.16
sets forth a description of all insurance maintained by or on behalf of the
Borrower and its Subsidiaries as of the Effective Date.  As of the Effective Date, all premiums in
respect of such insurance have been paid. 
The Borrower believes that the insurance maintained by it and its
Subsidiaries is adequate.


 


SECTION 3.17                    Capitalization and
Subsidiaries.


 


Schedule 3.17
sets forth as of the Effective Date (a) a correct and complete list of the
name and relationship to the Borrower of each and all of the Borrower’s
Subsidiaries, (b) subject to the notes on Schedule 3.17,  a true and complete
listing of each class of the authorized Equity Interests of each of the
Borrowers’ Subsidiaries, of which all of such issued shares are validly issued,
outstanding, fully paid and non-assessable, and owned beneficially and of
record by the Persons identified on Schedule 3.17, and (c) the type
of entity of the Borrower and each of its Subsidiaries.  All of the issued and outstanding Equity
Interests owned by any Loan Party have been (to the extent such concepts are
relevant with respect to such ownership interests) duly authorized and issued
and is fully paid and non-assessable.


 


SECTION 3.18                    Security Interest in
Collateral.


 


The provisions of this
Agreement and the other Loan Documents create legal and valid Liens on all the
Collateral in favour of the Administrative Agent, for the benefit of the
Finance Parties, and such Liens constitute perfected and continuing Liens on
the Collateral, securing the Secured Obligations, enforceable against the
applicable Loan Party and all third parties, and having priority over all other
Liens on the Collateral except in the case of Liens permitted under Section 6.02
of this Agreement, to the extent any such Liens would have priority over the
Liens in favour of the Administrative Agent pursuant to any Applicable Law or
agreement.


 


SECTION 3.19                    Employment Matters.


 


As of the Effective Date,
there are no strikes, lockouts or slowdowns against the Borrower or any other
Loan Party pending or, to the knowledge of the Borrower, threatened.  The hours worked by and payments made to
employees of the Borrower and the other Loan Parties have not been in 


 


62

















 


violation of the Fair Labor Standards Act, the Employee
Standards Act (Ontario) or any other applicable federal, state,
provincial, territorial, local or foreign law dealing with such matters.  All payments due from the Borrower or any of
its Subsidiaries, or for which any claim may be made against the Borrower or
any of its Subsidiaries, on account of wages, vacation pay and employee health
and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of the Borrower or such Subsidiary, except for any such
payment and claims in an aggregate amount less than $5,000,000.


 


SECTION 3.20                    Affiliate Transactions.


 


Except as set forth on Schedule
3.20, as of the date of this Agreement, there are no existing or proposed
agreements, arrangements, understandings, or transactions between any Loan
Party and any of the officers, members, managers, directors, stockholders,
parents, other interest holders, employees, or Affiliates of any Loan Party or
any members of their respective immediate families.


 


SECTION 3.21                    Common Enterprise.


 


The successful operation and
condition of each of the Loan Parties is affected by and benefits from the
continued successful performance of the functions of the Borrower and its
Subsidiaries (collectively, the “Biovail Group”) and in particular the Loan
Parties operating as members of the Biovail Group and consequently the
successful operation of each of the Loan Parties is dependent on the successful
performance and operation of each other Loan Party.  Each Loan Party expects to derive benefit
(and its board of directors or other governing body has determined that it may
reasonably be expected to derive benefit), directly and indirectly, from being
a member of the Biovail Group and therefore from (i) the successful
operations of each of the other Loan Parties and (ii) the credit extended
by the Lenders to the Borrower hereunder, both in their separate capacities and
in the manner described above in this Section 3.21 as members of the
Biovail Group.  Each Loan Party has
determined that execution, delivery, and performance of this Agreement and any
other Loan Documents to be executed by such Loan Party is within its purpose,
will be of direct and indirect benefit to such Loan Party, and is in its best
interest.


 


SECTION 3.22                    Canadian Anti Money Laundering
Legislation.


 


Neither the Borrower nor any
other Canadian Loan Party is a charity registered with the Canada Revenue
Agency and it does not solicit charitable financial donations from the public
and none of the Borrowings under this Agreement and none of the other services
and products, if any, to be provided by any of the Finance Parties under or in
connection with this Agreement will be used by, on behalf of or for the
benefit, of any Person other than the Borrower or any other Loan Party.


 


SECTION 3.23                    Financial Statements.


 


Each of the financial
statements of the Borrower were prepared in accordance with GAAP consistently
applied in accordance with past practice. 
The balance sheets contained in the financial statements of the Borrower
fairly present the consolidated financial condition of the Borrower as at the
date thereof and the statements of income contained in the financial statements
of the Borrower fairly present the consolidated results of operations of the
Borrower during the fiscal period covered thereby.


 


SECTION 3.24                    Regulation U or X.


 


None of the Loan Parties is
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any credit obtained hereunder shall
be used for a 


 


63

















 


purpose which
violates, or would be inconsistent with, the Board Regulation U or X.  Terms for which meanings are provided in the
Board Regulation U or X or any regulations substituted therefor, as from time
to time in effect, are used in this Section with such meanings.


 


SECTION 3.25                    Default.


 


There is no Default or Event
of Default under this Agreement or any other Loan Document.


 


SECTION 3.26                    Restrictions.


 


No Loan Party has granted or
agreed to grant, or to permit to exist at any time, any express prohibition or
restriction which prevents or limits its ability to enter into, and perform its
obligations under, this Agreement and the other Loan Documents.


 


SECTION 3.27                    Intellectual Property.


 


Each Loan Party possesses or
has the right to use all Intellectual Property material to the conduct of its
business, each of which is in good standing in all material respects, and has
the right to use such Intellectual Property without violation or infringement
of any rights of others with respect thereto. Schedule 3.27 lists of all
such Intellectual Property, including a description of the nature of such
rights.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01                    Effective Date.


 


The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived or otherwise modified by the
Administrative Agent in its sole discretion):


 


(a)                                  Credit
Agreement and Loan Documents. The Administrative Agent
(or its counsel) shall have received (x) from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement and (y) duly executed copies of
the Loan Documents and such other certificates, documents, instruments and
agreements as the Administrative Agents shall reasonably request in connection
with the transactions contemplated by this Agreement and the other Loan
Documents.


 


(b)                                 Opinions.  The Administrative Agent shall have received
favourable written opinions (addressed to the Administrative Agent and the
other Finance Parties and dated the Effective Date) of each applicable counsel
for the Borrower, covering such matters relating to the Borrower, this
Agreement or the Transactions as the Required Lenders shall reasonably request.
 The Borrower hereby requests such
counsel to deliver such opinion.


 


(c)                                  Closing
Certificates; Certified Certificate of Incorporation; Good Standing
Certificates.  The
Administrative Agent shall have received (i) a certificate of 


 


64

















 


each Loan Party,
dated the Effective Date and executed by a duly appointed officer of such Loan
Party, which shall (A) certify the resolutions of its Board of Directors,
members or other body authorizing the execution, delivery and performance of
the Loan Documents to which it is a party, (B) identify by name and title
and bear the signatures of the Financial Officers and any other officers of
such Loan Party authorized to sign the Loan Documents to which it is a party,
and (C) contain appropriate attachments, including the certificate or
articles of incorporation or organization of each Loan Party certified by the
relevant authority of the jurisdiction of organization of such Loan Party, and
a true and correct copy of its by-laws, memorandum and articles of association
or operating, management or partnership agreement, and (ii) a long form
certificate of good standing, status or compliance for each Loan Party from its
jurisdiction of organization.


 


(d)                                 Lien
Searches.  The
Administrative Agent shall have received the results of recent lien searches in
each of the jurisdictions where assets of the Loan Parties are located, and
such searches shall reveal no liens on any of the assets of the Loan Parties
except for liens permitted by Section 6.02 or discharged on or prior to
the Effective Date pursuant to a pay-off letter or other documentation
satisfactory to the Administrative Agent.


 


(e)                                  Funding
Accounts.  The
Administrative Agent shall have received a notice setting forth the deposit
account(s) of the Borrower (the “Funding Accounts”) to which the
Lenders are authorized by the Borrower to transfer the proceeds of any
Borrowings requested or authorized pursuant to this Agreement.


 


(f)                                    Pledged
Stock; Stock Powers; Pledged Notes.  The Administrative Agent shall have received (i) the
certificates representing all certificated Equity Interests pledged pursuant to
the Security Documents, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note (if any) pledged to the
Administrative Agent pursuant to the Security Documents endorsed (without
recourse) in blank (or accompanied by an executed transfer form in blank) by
the pledgor thereof.


 


(g)                                 Filings,
Registrations and Recordings.  Each document (including any Personal Property Security Act or Uniform Commercial Code
financing statement) required by the Collateral Documents or under law or
reasonably requested by the Administrative Agent to be filed, registered or
recorded in order to create in favour of the Administrative Agent, for the
benefit of the other Finance Parties, a perfected Lien on the Collateral
described therein, prior and superior in right to any other Person (other than
with respect to Liens expressly permitted by Section 6.02), shall be in
proper form for filing, registration or recordation.


 


(h)                                 Environmental
Reports.  The
Administrative Agent shall have received environmental review reports with
respect to the Mortgaged Property from firm(s) reasonably satisfactory to
the Administrative Agent, which review reports shall be reasonably acceptable
to the Administrative Agent.


 


65

















 


(i)                                     Mortgages,
etc.  The
Administrative Agent shall have received, with respect to each Mortgaged
Property, each of the following, in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)                                     a
mortgage on such property;


 


(ii)                                  a
live ALTA or other mortgagee’s title policy;


 


(iii)                               a
survey, site plan or plat acceptable to such title company retained by the Loan
Parties as shall be reasonably acceptable to the Administrative Agent for
purposes of providing the title policy and endorsements reasonably required by
the Administrative Agent;


 


(iv)                              an
opinion of counsel in the jurisdiction in which such parcel of real property is
located in form and substance and from counsel reasonably satisfactory to the
Administrative Agent; and


 


(v)                                 such
other information, documentation, and certifications as may be reasonably
required by the Administrative Agent.


 


(j)                                     Landlord
Waivers.  The
Administrative Agent shall have received, with respect to each Leased Property,
a landlord waiver from the landlord of each such property, in each case, in
form and substance satisfactory to the Administrative Agent.


 


(k)                                  Insurance.  The Administrative Agent shall have received
evidence of insurance coverage in form, scope, and substance reasonably
satisfactory to the Administrative Agent and otherwise in compliance with the
terms of the Loan Documents.


 


(l)                                     Letter
of Credit Application.  The Administrative Agent shall have received
a properly completed letter of credit application if the issuance of a Letter
of Credit will be required on the Effective Date.


 


(m)                               Know
Your Customer.  Each
Lender shall have received all information necessary to enable such Lender to
identify the Borrower and each other Loan Party to the extent required for
compliance with the Patriot Act,
the Proceeds of Crime (Money Laundering) and Terrorist
Financing Act (Canada) or other “know your customer” and anti-money
laundering rules and regulations.


 


(n)                                 Other
Documents.  The
Administrative Agent shall have received such other documents as any Finance
Party or their counsel may have reasonably requested including, without
limitation, information and documents required by Section 9.16.


 


(o)                                 No
Default Certificate.  The Administrative Agent shall have received
a certificate, dated the Effective Date and signed by the President, a Vice
President or a Financial Officer of the Borrower, confirming compliance with
the conditions set forth in paragraphs (a), (b), (c) and (e) of Section 4.02.


 


66

















 


(p)                                 Fees.  The Administrative Agent shall have received
all fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder.


 


(q)                                 Governmental
Approvals. The Administrative Agent and its counsel shall be
satisfied that all Applicable Laws and Requirements of Health Care Law have
been complied with, all material agreements have been entered into and all
necessary governmental, corporate and other third party consents and approvals
have been obtained with respect to this agreement and the transactions
contemplated herein.


 


(r)                                    Projections.
The Administrative Agent shall have received the Borrower’s three (3) year
projections, in reasonable detail including anticipated performance, summary
balance sheet, income statement and cash flow statement, all in form and
substance satisfactory to it.


 


(s)                                  Convertible
Notes. The Administrative Agent shall be satisfied with
the pricing of the Convertible Notes in a minimum amount of $150,000,000. The
Administrative Agent is satisfied that the Convertible Note transaction will
close concurrently with the Transactions.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at
or prior to 3:00 p.m., Toronto, Ontario time, on June 30, 2009 (and,
in the event such conditions are not so satisfied or waived, the Commitments
shall terminate at such time).


 


SECTION 4.02                    Each Credit Event.


 


The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:


 


(a)                                  The
representations and warranties of the Borrower set forth in this Agreement
shall be true and correct on and as of the date of such Borrowing or the date
of issuance, amendment, renewal or extension of such Letter of Credit, as
applicable.


 


(b)                                 At
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default shall have occurred and be continuing.


 


(c)                                  No
third party demands or garnishment orders pursuant to a court order or other
Legal Requirement (including, without limitation, pursuant to Section 224.1
of the ITA shall have been served upon or sent to the Administrative Agent or
any other Finance Party in respect of the Borrower.


 


(d)                                 A
duly completed Borrowing Request delivered in accordance with the requirements
of this Agreement.


 


67

















 


(e)                                  The
making of the requested Loan shall not be prohibited by any Legal Requirement.


 


(f)                                    All
of the conditions precedent set out in Section 4.01 shall have been satisfied.


 


Each Borrowing and each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed
to constitute a representation and warranty by the Borrower on the date thereof
as to the matters specified in each paragraph of this Section.


 


ARTICLE V


 


Affirmative Covenants


 


Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and
all fees payable hereunder shall have been paid in full and all Letters of
Credit shall have expired or terminated and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees with the Finance Parties
that:


 


SECTION 5.01                    Financial Statements; Other
Information.


 


The Borrower will furnish to
the Administrative Agent and each other Finance Party:


 


(a)                                  within
90 days after the end of each fiscal year of the Borrower, its audited
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by Ernst & Young LLP or other independent public accountants of
recognized national standing (without a “going concern” or like qualification
or exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
the Borrower and its consolidated Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied;


 


(b)                                 within
45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, its consolidated balance sheet and related statements of
operations, shareholders’ equity and cash flows as of the end of and for such
fiscal quarter and the then elapsed portion of the fiscal year, setting forth
in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;


 


(c)                                  concurrently
with any delivery of financial statements under clause (a) or (b) above,
a Compliance Certificate of a Financial Officer of the Borrower in the form
attached as Exhibit F (i) certifying as to whether a Default
has occurred and, if a Default has occurred, specifying the details thereof and
any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed 


 


68

















 


calculations
confirming the Borrower’s Total Debt to EBITDA Ratio and demonstrating
compliance with each of the Financial Covenants, and (iii) stating whether
any change in GAAP or in the application thereof has occurred since the date of
the audited financial statements referred to in Section 3.04 and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;


 


(d)                                 concurrently
with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements
stating whether they obtained knowledge during the course of their examination
of such financial statements of any Default (which certificate may be limited
to the extent required by accounting rules or guidelines);


 


(e)                                  concurrently
as the same become publicly available, copies (or email notice) of all periodic
and other reports, proxy statements and other materials, including each 20-F
and 6-K, filed by the Borrower or any Subsidiary with the Securities and
Exchange Commission, the Ontario Securities Commission or any Governmental
Authority succeeding to any or all of the functions of said Commissions, or
with any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be;


 


(f)                                    no
later than 30 days following the first day of each fiscal year of the Borrower,
the annual consolidated budget of the Borrower as prepared by management of the
Borrower and approved by the Borrower’s board of directors and in form
reasonably satisfactory to the Administrative Agent; and


 


(g)                                 promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent or any
Lender may reasonably request.


 


SECTION 5.02                    Notices of Material Events.


 


The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the
following:


 


(a)                                  the
occurrence of any Default;


 


(b)                                 the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Affiliate thereof that (i)  if adversely determined, could reasonably be
expected to result in a Material Adverse Effect, (ii) seeks damages in
excess of $20,000,000, (iii) seeks injunctive relief that could reasonably
be expected to result in a Material Adverse Effect, (iv) alleges criminal
misconduct by the Borrower or any other Loan Party, (v) alleges the
violation of any law regarding, or seeks remedies in connection with, any
Environmental Laws which, in any case, could reasonably be expected to result
in liabilities or obligations of the Loan Parties in excess of $20,000,000, or (vi) contests
any tax, fee, assessment, or other governmental charge in excess of
$20,000,000;


 


69

















 


(c)                                  the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower and its Subsidiaries in an aggregate amount exceeding
$20,000,000;


 


(d)                                 any
Lien (other than Permitted Encumbrances) or claim made or asserted against any
Collateral having an aggregate value in excess of $20,000,000;


 


(e)                                  any
loss, damage, or destruction to the Collateral in the amount of $20,000,000 or
more, whether or not covered by insurance;


 


(f)                                    all
material amendments to the Convertible Notes, together with a copy of each such
amendment;


 


(g)                                 the
receipt by any Canadian Loan Party of any notice or directive or order from any
Canadian federal or provincial governmental or regulatory authority having
jurisdiction over any Canadian Pension Plan regarding a Canadian Pension Plan
shortfall, deficiency, insolvency or other matter, together with a copy of any
such notice, directive or order (including, without limitation, any Form 7
(summary of contributions/revised summary of contributions) received by any
Canadian Loan Party in connection with the Pension Benefits Act
(Ontario)), in each case to the extent such notice, directive or order could
reasonably be expected to result in a Material Adverse Effect;


 


(h)                                 the
release into the environment of any Hazardous Material that is required by any
applicable Environmental Law to be reported to a Governmental Authority or
which could reasonably be expected to lead to any material Environmental
Liability which, in any case, could reasonably be expected to result in
liabilities or obligations of the Loan Parties in excess of $20,000,000;


 


(i)                                     any
Loan Party becoming aware of or receiving notice of any of its products
resulting in or allegedly resulting in significant adverse effects which could
reasonably be expected to result in a Material Adverse Effect;


 


(j)                                     the
requirement by any regulatory agency or Governmental Authority that the
Borrower or any of its Subsidiaries or any of their respective third-party
manufacturers to cease or limit production of any drugs or pharmaceuticals at
any manufacturing facility to the extent that such requirement could reasonably
be expected to result in a Material Adverse Effect; and


 


(k)                                  any
other development that results in, or could reasonably be expected to result
in, a Material Adverse Effect.


 


Each notice delivered under
this Section shall be accompanied by a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be
taken with respect thereto.


 


SECTION 5.03                    Existence; Conduct of
Business.


 


The Borrower will, and will
cause each Loan Party to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, 


 


70

















 


qualifications,
licenses, permits, privileges and franchises material to the conduct of its
business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03.


 


SECTION 5.04                    Payment of Obligations.


 


The Borrower will, and will
cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could reasonably be expected to result in a
Material Adverse Effect before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good
faith by appropriate proceedings, (b) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could
not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.05                    Maintenance of Properties.


 


The Borrower will, and will
cause each of its Subsidiaries to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted.


 


SECTION 5.06                    Books and Records; Inspection
Rights.


 


The Borrower will, and will
cause each of its Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all dealings and transactions
in relation to its business and activities. 
The Borrower will, and will cause each of its Subsidiaries to, permit
any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.


 


SECTION 5.07                    Compliance with Laws; Agreements.


 


(a)                                  The
Borrower will, and will cause each of its Subsidiaries to, (a) comply with
all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property including Requirements of Health Care Law, and
(b) comply with all indentures, agreements or other instruments binding
upon it or its property, except in each case, where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


 


(b)                                 Canadian
Pension Plans and Benefit Plans.


 


(i)                                     For
each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit
Plan, the Borrower will, and will cause each Subsidiary to, in a timely fashion
comply with and perform in all material respects all of its obligations under
and in respect of such Canadian Pension Plan or Canadian Benefit Plan,
including under any funding agreements and all Applicable Law (including any
fiduciary, funding, investment and administration obligations).


 


71

















 


(ii)                                  The
Borrower shall deliver to the Administrative Agent on behalf of itself and each
of its Subsidiaries (i) if requested by the Administrative Agent, copies
of each annual and other return, report or valuation with respect to each
Canadian Pension Plan as filed with any applicable Governmental Authority or
funding agent; (ii) promptly after receipt thereof, a copy of any
direction, order, notice, ruling or opinion that the Borrower or any Subsidiary
may receive from any applicable Governmental Authority with respect to any
Canadian Pension Plan, in each case to the extent such direction, order,
notice, ruling or opinion could reasonably be expected to result in a Material
Adverse Effect; (iii) notification within 30 days of any increases having
a cost to one or more of the Borrower and its Subsidiaries in excess of
$5,000,000 per annum in the aggregate, in the benefits of any existing Canadian
Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian
Pension Plan or Canadian Benefit Plan, or the commencement or requirement to
commence contributions to any such plan to which the Borrower or any of its
Subsidiaries was not previously contributing; and (iv) notification within
30 days of any voluntary or involuntary termination of, or participation in, a
Canadian Pension Plan or a Canadian Benefit Plan.


 


(c)                                  Environmental
Covenant.  The
Borrower and each of its Subsidiaries (1) shall be at all times in
material compliance with all Environmental Laws, and (2) shall similarly
ensure that the assets and operations are in material compliance with all
Environmental Laws and that no Hazardous Materials are, contrary to any
Environmental Laws, discharged, emitted, released, generated, used, stored,
managed, transported or otherwise dealt with.


 


SECTION 5.08                    Use of Proceeds.


 


The proceeds of the Loans
will be used only for the general corporate purposes of the Borrower and its
subsidiaries in the ordinary course of business including permitted capital
expenditures, permitted acquisitions and refinancing existing
indebtedness.  No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations T, U and X.


 


SECTION 5.09                    Insurance.


 


The Borrower will, and will
cause each Subsidiary to, maintain with financially sound and reputable
carriers having a financial strength rating reasonably acceptable to the
Administrative Agent (a) insurance in such amounts (with no greater risk
retention) and against such risks (including loss or damage by fire and loss in
transit; product liability; theft, burglary, pilferage, larceny, embezzlement,
and other criminal activities; business interruption; and general liability) and
such other hazards, as is customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or
similar locations and (b) all insurance required pursuant to the
Collateral Documents.  The Borrower will
furnish to the Lenders, upon request of the Administrative Agent, information
in reasonable detail as to the insurance so maintained.


 


72














 


SECTION 5.10                    Depository Banks; Control
Agreements.


 


(a)                                  From
and after the date 30 days from the Effective Date or from and after such later
date as agreed to by the Administrative Agent in its sole discretion, each of
the Loan Parties will at all times maintain a Lender as their principal
depository bank, including for the maintenance of operating, administrative,
cash management, collection activity, and other Deposit Accounts for the
conduct of their business.


 


(b)                                 On
or before the Effective Date or by such later date as agreed to by the
Administrative Agent in its sole discretion, each of the Loan Parties will
cause any institution (financial or otherwise) with which it has a Deposit
Account or a Securities Account (other than Excluded Accounts) to (i) enter
into a Control Agreement or (ii) otherwise establish “control” within the
meaning of Section 9-104 of the UCC in favour of the Administrative Agent
for the benefit of the Finance Parties, in either case with respect to all
Deposit Accounts and Securities Accounts (other than Excluded Accounts)
maintained by the Loan Parties as of the Effective Date.


 


(c)                                  The
Loan Parties will (i) provide prompt written notice to the Administrative
Agent of the establishment of any Deposit Account or Securities Account after
the Effective Date and (ii) contemporaneous with the establishment of such
Deposit Account or Securities Account, obtain a Control Agreement or otherwise
establish “control” within the meaning of Section 9-104 of the UCC in
favour of the Administrative Agent for the benefit of the Finance Parties, in
either case  with respect to such Deposit
Account or Securities Account.


 


SECTION 5.11                    Intellectual Property.


 


The Borrower will, and will
cause each of its Subsidiaries to:


 


(a)                                  maintain
all necessary registration and applications for registration for any
Intellectual Property which is material for its business in good standing,
including without limitation paying all fees and making all such filings as may
be required from time to time;


 


(b)                                 notify
the Administrative Agent if it knows, or has reason to know, of any application
or registration relating to any Intellectual Property material to the business
of any of the Loan Parties that may expire, become abandoned or dedicated to
the public domain, or of any material adverse determination or development
(including the institution of, or any such determination in, any proceeding in
the Canadian Patent and Trade Mark Offices, the United States Patent and Trade
Mark Office or any court or tribunal in any country) regarding the ownership by
any Loan Party of any material Intellectual Property or its right to register
the same or to keep and maintain the same; and


 


(c)                                  report
to the Administrative Agent registration, or any application for the
registration, of any Intellectual Property material to the business of the Loan
Parties taken as a whole with any intellectual property office in any Relevant
Jurisdiction within 30 days after the last day of the fiscal quarter of the
Borrower 


 


73

















 


in which such
application occurs (whether any such application is made by itself or through
any agent, employee, licensee or designee).


 


SECTION 5.12                    Loan Party Assets and
Revenues.


 


The Borrower and the other
Loan Parties shall maintain (i) revenues, as of the end of any fiscal
quarter, for the period of four consecutive fiscal quarters then ended, equal
to or greater than 92.5% of the consolidated revenues of the Borrower and its
Subsidiaries for such period, and (ii) assets, as of end of any fiscal
quarter, equal to or greater than 92.5% of the consolidated total assets of the
Borrower and its Subsidiaries as of the end of such fiscal quarter.


 


SECTION 5.13                    Additional Barbados Security.


 


Upon the occurrence of a
Default, at the request of the Administrative Agent (which request it shall
make in its sole discretion), the Borrower shall, and shall cause Hythe
Properties Incorporated to, within 10 Business Days from the date requested by
the Administrative Agent (or by such later date agreed to by the Administrative
Agent in writing in its sole discretion), (a) register, or cause its
counsel to register, against title to Barbados
Property, a mortgage in form and scope satisfactory to the
Administrative Agent (in a principal amount not to exceed the fair market value
of such property), (b) to the extent available on commercially reasonable
terms, deliver to the Administrative Agent title insurance policies in respect
of Barbados Property  in form, scope and amount
satisfactory to the Administrative Agent and, to the extent such a title
insurance policy is not so available, cause its counsel to deliver a title
opinion in respect of Barbados Property  in form and scope satisfactory to
the Administrative Agent, and (c) make, do, execute, and deliver or cause
to be made, done, executed and delivered, all such further acts, deeds,
certificates, assurances, legal opinions and things as may be necessary in the
opinion of the Administrative Agent to perfect its Lien on the Barbados Property.


 


SECTION 5.14                    Additional Mortgages.


 


If any one or more of the
Dublin Property, {*}† or the
Mississauga Property is not sold by the applicable Loan Party on or before August 31,
2009 or by such later date as agreed to by the Administrative Agent in its sole
discretion, or if the applicable Loan Party no longer intends to sell any one
or more of such properties on or before August 31, 2009, the Borrower
will, and will cause the applicable Loan Party to (a) provide to the
Administrative Agent each of the items set out in Section 4.01(i) in
respect of such property, (b) register, or cause its counsel to register,
against title to each of such properties, a mortgage in form and scope
satisfactory to the Administrative Agent on or before September 15, 2009
(or by such later date agreed to by the Administrative Agent in writing in its
sole discretion, acting reasonably), and (c) to the extent available on
commercially reasonable terms, deliver to the Administrative Agent title
insurance policies in respect of each of such properties in form, scope and
amount satisfactory to the Administrative Agent and, to the extent such a title
insurance policy is not so available, cause its counsel to deliver a title
opinion in respect of the applicable properties  in form and scope satisfactory to the Administrative Agent,
in each case, on or before September 15, 2009 (or by such later date
agreed to by the Administrative Agent in writing in its sole discretion, acting
reasonably).


 






† Represents material which has been redacted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.


 


74

















 


SECTION 5.15                    Additional Collateral; Further
Assurances.


 


(a)                                  Subject
to Applicable Law, the Borrower shall cause each Significant Subsidiary formed
or acquired after the date of this Agreement in accordance with the terms of
this Agreement to become a Loan Party by executing a Loan Guarantee (or a
joinder agreement to an existing Loan Guarantee) in either case in form and
substance satisfactory to the Administrative Agent.  Upon execution and delivery
thereof, each such Person (i) shall automatically become a Guarantor
hereunder and (subject to the terms of this Section 5.15) thereupon shall
have all of the rights, benefits, duties, and obligations in such capacity
under the Loan Documents and (ii) will grant Liens to the Administrative
Agent, for the benefit of the Finance Parties, in any property of such Loan
Party which constitutes Collateral.


 


(b)                                 The
Borrower will cause all of its issued and outstanding Equity Interests in each
of its direct and indirect Significant Subsidiaries to be subject at all times
to a first priority, perfected Lien in favour of the Administrative Agent as
security for the Secured Obligations pursuant to the terms and conditions of
the Loan Documents or other Security Documents as the Administrative Agent
shall reasonably request.


 


(c)                                  Without
limiting the foregoing, each Loan Party will, and will cause each Significant
Subsidiary to, execute and deliver, or cause to be executed and delivered, to
the Administrative Agent such documents, agreements and instruments, and will
take or cause to be taken such further actions (including the filing and
recording of financing statements, fixture filings, mortgages, deeds of trust
and, if reasonably requested by Administrative Agent, other documents and such
other actions or deliveries of the type required by Section 4.01, as
applicable), which are required by law or which the Administrative Agent may,
from time to time, reasonably request to carry out the terms and conditions of
this Agreement and the other Loan Documents and to ensure perfection and priority
of the Liens created or intended to be created by the Collateral Documents, all
at the expense of the Loan Parties.


 


(d)                                 If
any material assets (including any real property) having a value in excess of
$25,000,000 are acquired by any Loan Party after the Effective Date (other than
assets constituting Collateral under the Security Documents that become subject
to the Liens in favour of the Administrative Agent upon acquisition thereof),
the Borrower will notify the Administrative Agent and the Lenders thereof, and,
if requested by the Administrative Agent or the Required Lenders, the Borrower
will cause such assets to be subjected to a Lien securing the Secured
Obligations and will take, and cause the applicable Loan Party to take, such
actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in paragraph
(c) of this Section, all at the expense of the Loan Parties.


 


(e)                                  Notwithstanding
the foregoing paragraphs of this Section 5.15, a Significant Subsidiary
referred to above shall not be obliged to deliver a Loan Guarantee or the
Security Documents referred to above for so long as it is prohibited by
Applicable Law from doing so or if in the good faith opinion of the Administrative
Agent the costs of granting such Loan Guarantee and Security 


 


75

















 


Documents are not
reasonable relative to the benefits to be received by the Finance Parties
therefrom.


 


SECTION 5.16                    Post Closing Items.


 


The Loan Parties shall take
or cause to be taken each action set forth on Schedule 5.16 and such
action is to be completed within the time period set forth on Schedule 5.16
for such action, it being understood that the Administrative Agent may, in its
sole discretion, grant extensions to the time period set forth thereon.


 


ARTICLE VI


 


Negative Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all
fees  payable hereunder have been paid in
full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees
with the Lenders that:


 


SECTION 6.01                    Indebtedness.


 


The Borrower will not, and
will not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:


 


(a)                                  Indebtedness
created hereunder;


 


(b)                                 Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof;


 


(c)                                  Indebtedness
of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any
other Subsidiary; provided that (i) Indebtedness of any Subsidiary that is
not a Loan Party to the Borrower or any other Loan Party shall be subject to Section 6.04
and (ii) other than the Biovail SA Indebtedness, Indebtedness of the
Borrower or any other Loan Party to any Subsidiary that is not a Loan Party
shall be subordinated to the Secured Obligations on terms reasonably
satisfactory to the Administrative Agent;


 


(d)                                 Guarantees
by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Borrower or any other Subsidiary; provided that (i) the
Indebtedness so guaranteed is permitted by this Section 6.01, (ii) Guarantees
by any Borrower or any other Loan Party of Indebtedness of any Subsidiary that
is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees
permitted under this clause (d) shall be subordinated to the Secured
Obligations of the applicable Subsidiary on the same terms as the Indebtedness
so guaranteed is subordinated to the Secured Obligations;


 


(e)                                  Indebtedness
of the Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital
Lease Obligations and any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to
the 


 


76

















 


acquisition
thereof, and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof; provided that (i) such
Indebtedness is incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvement, and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) shall not
exceed $40,000,000 at any time outstanding;


 


(f)                                    Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such
Indebtedness exists at the time such Person becomes a Subsidiary and is not
created in contemplation of or in connection with such Person becoming a
Subsidiary and (ii) the aggregate principal amount of Indebtedness
permitted by this clause (f) shall not exceed $25,000,000 at any time
outstanding;


 


(g)                                 Indebtedness
of the Borrower or any Subsidiary as an account party in respect of trade
letters of credit;


 


(h)                                 Indebtedness
evidenced by the Convertible Notes; and


 


(i)                                     any
other unsecured Indebtedness including, for greater certainty only, any
unsecured and deferred purchase price to be paid in respect of Permitted
Acquisitions.


 


SECTION 6.02                    Liens.


 


The Borrower will not, and
will not permit any Subsidiary to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:


 


(a)                                  Permitted
Encumbrances;


 


(b)                                 any
Lien on any property or asset of the Borrower or any Subsidiary existing on the
date hereof and set forth in Schedule 6.02; provided that (i) such
Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;


 


(c)                                  any
Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as the case may be, (ii) such Lien shall not apply to any
other property or assets of the Borrower or any Subsidiary and (iii) such
Lien shall secure only those obligations which it secures on the date of such
acquisition or the date such Person becomes a Subsidiary, as the case may be
and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof; and


 


77

















 


(d)                                 Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or
any Subsidiary; provided that (i) such security interests secure
Indebtedness permitted by clause (e) of Section 6.01, (ii) such
security interests and the Indebtedness secured thereby are incurred prior to
or within 90 days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed
100% of the cost of acquiring, constructing or improving such fixed or capital
assets and (iv) such security interests shall not apply to any other
property or assets of the Borrower or any Subsidiary.


 


Notwithstanding anything to
the contrary contained in this Agreement or any Collateral Document (including
any provision for, reference to, or acknowledgement of, any Lien or Permitted
Lien), nothing herein and no approval by the Administrative Agent or the
Lenders of any Lien or Permitted Lien (whether such approval is oral or in
writing) shall be construed as or deemed to constitute a subordination by the
Administrative Agent or the Lenders of any security interest or other right,
interest or Lien in or to the Collateral or any part thereof in favour of any
Lien or Permitted Lien or any holder of any Lien or Permitted Lien.


 


SECTION 6.03                    Fundamental Changes.


 


(a)                                  The
Borrower will not, and will not permit any Subsidiary to, amalgamate with,
merge into or consolidate with any other Person, or permit any other Person to
amalgamate with, merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) any
substantial part of its assets, or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i) with
the consent of the Administrative Agent not to be unreasonably withheld, any
Guarantor may amalgamate with or merge into the Borrower in a transaction in
which the Borrower is the surviving corporation, (ii) with the consent of
the Administrative Agent not to be unreasonably withheld, any Guarantor may be
continued from one form of jurisdiction to another, (iii) any Guarantor
may merge into any other Guarantor in a transaction in which the surviving
entity is a Guarantor, provided that any such merger involving a Person that is
not a wholly owned Subsidiary immediately prior to such merger shall not be
permitted unless also permitted by Section 6.04, (iv) any Person
(other than the Borrower or any Guarantor) may amalgamate with or merge into
any Subsidiary (other than a Guarantor) in a transaction in which the surviving
entity is a Subsidiary, and (v) any Subsidiary may wind up, liquidate or
dissolve if (x) the Borrower determines in good faith that such wind up,
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders and (y) in connection with any
such wind up, liquidation or dissolution of a Loan Party, all the assets of
such Loan Party are transferred to another Loan Party.


 


(b)                                 The
Borrower will not, and will not permit any of its Subsidiaries to, engage to
any material extent in any business other than businesses of the type conducted
by the Borrower and its Subsidiaries on the date of execution of this Agreement
and businesses reasonably related thereto.


 


78

















 


SECTION 6.04                    Investments, Loans, Advances,
Guarantees and Acquisitions.


 


The Borrower will not, and
will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned
Subsidiary prior to such merger) any capital stock, evidences of indebtedness
or other securities (including any option, warrant or other right to acquire
any of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:


 


(a)                                  Permitted
Investments;


 


(b)                                 Permitted
Acquisitions;


 


(c)                                  investments
by the Borrower in any Guarantor and by any Guarantor in any other Guarantor;
provided that the Equity Interests evidencing such investments have been
pledged in favour of the Administrative Agent and the certificates evidencing
such Equity Interests have been delivered to the Administrative Agent together
with stock transfer powers (executed in blank) with respect to same;


 


(d)                                 direct
and indirect investments existing on the date hereof by the Borrower in any
Subsidiary which is not a Guarantor; provided that such investments are
identified on Schedule 3.17;


 


(e)                                  investments
in existence on the date of this Agreement and described in Schedule 6.04;


 


(f)                                    loans
or advances made by the Borrower to any Subsidiary and made by any Subsidiary
to the Borrower or any Subsidiary, provided that (A) in the case of
loans or advances from Loan Parties to Subsidiaries that are not Loan Parties,
such loans and advances are made in the ordinary course of business and
consistent with past practices and (B) the amount of such loans and
advances made by Loan Parties to Subsidiaries that are not Loan Parties
(together with outstanding Guarantees permitted under the proviso to Section 6.04(g))
shall not exceed $40,000,000 at any time outstanding (in each case determined
without regard to any write-downs or write-offs);


 


(g)                                 Guarantees
constituting Indebtedness permitted by Section 6.01, provided that (A) in
the case of Guarantees by Loan Parties of Indebtedness of Subsidiaries that are
not Loan Parties, such Guarantees are entered into in the ordinary course of
business and consistent with past practices, and (B) the aggregate
principal amount of Indebtedness of Subsidiaries that are not Loan Parties that
is guaranteed by any Loan Party shall (together with outstanding intercompany
loans permitted under the proviso to Section 6.04(f)) shall not exceed
$40,000,000  at any time outstanding (in each
case determined without regard to any write-downs or write-offs);


 


(h)                                 investments
in the form of Swap Agreements permitted by Section 6.07;


 


(i)                                     investments
constituting minority equity interests in Persons other than Subsidiaries of
the Borrower not exceeding $25,000,000; and


 


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(j)                                     other
investments not exceeding $5,000,000 at any time.


 


SECTION 6.05                    Asset
Sales.


 


The Borrower will not, and
will not permit any of its Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will the
Borrower permit any Subsidiary to issue any additional Equity Interest in such
Subsidiary (other than to the Borrower or another Subsidiary in compliance with
Section 6.04), except:


 


(a)                                  sales,
transfers, leases, licenses and dispositions of (i) inventory and
Intellectual Property in the ordinary course of business and (ii) used,
obsolete, worn out, discontinued or surplus equipment or property (including
Intellectual Property) in the ordinary course of business;


 


(b)                                 sales,
transfers, leases and dispositions to any Borrower or any Subsidiary, provided
that any such sales, transfers or dispositions involving a Subsidiary that is
not a Loan Party shall be made in compliance with Section 6.04 and Section 6.09;


 


(c)                                  sales,
transfers and dispositions of accounts receivable in connection with the
compromise, settlement or collection thereof;


 


(d)                                 sales,
transfers and dispositions of Permitted Investments;


 


(e)                                  sale
and leaseback transactions permitted by Section 6.06;


 


(f)                                    sales,
transfers, leases and other dispositions of assets (other than Equity Interests
in a Loan Party) that are not permitted by any other paragraph of this Section,
provided that the aggregate fair market value of all assets sold, transferred
or otherwise disposed of in reliance upon this paragraph (f) shall not
exceed $25,000,000 during any fiscal year of the Borrower;


 


(g)                                 {*}†;
and


 


(h)                                 sale
of the Dublin Property, {*}† and the Puerto
Rico Properties.


 


SECTION 6.06                    Sale and Leaseback
Transactions.


 


The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred, except for (a) any such sale of any fixed or capital
assets by the Borrower or any Subsidiary that is made on commercially
reasonable terms and (b) any sale and leaseback of any one or more of the
Manitoba Property, the Barbados Property or the Mississauga Property.


 






† Represents material which
has been redacted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2
under the Securities Exchange Act of 1934, as amended.


 


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SECTION 6.07       Swap Agreements.


 


The Borrower will not, and will not permit
any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap
Agreements entered into to hedge or mitigate risks to which the Borrower or any
Subsidiary has actual exposure, and (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or
any Subsidiary.


 


SECTION 6.08       Restricted Payments; Certain Payments of
Indebtedness.


 


(a)           The Borrower will
not, and will not permit any of its Subsidiaries to, declare or make, or agree
to pay or make, directly or indirectly, any Restricted Payment, except (i) the
Borrower may declare and pay dividends with respect to its Equity Interests
payable in cash or by way of shares of its common stock, (ii) Subsidiaries
may declare and pay dividends with respect to their Equity Interests, (iii) the
Borrower may make Restricted Payments pursuant to and in accordance with stock
option plans or other benefit plans for management or employees of the Borrower
and its Subsidiaries, (iv) the
Borrower may make Restricted Payments in respect of the Convertible Notes
permitted by Section 6.08(b), and (v) the
Borrower may purchase for cancellation or retire or otherwise acquire for value
in any manner any of its own Equity Interests up to the maximum aggregate
amount of $75,000,000 during any fiscal year of the Borrower, provided that no
Default has occurred or could reasonably be expected to occur either before or
after the making of such proposed Restricted Payment.


 


(b)           The Borrower will
not, and will not permit any of its Subsidiaries to, make or agree to pay or
make, directly or indirectly, any payment or other distribution (whether in
cash, securities or other property) of or in respect of principal of or
interest on any Indebtedness, or any payment or other distribution (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Indebtedness, except:


 


(i)            payment of
Indebtedness created under the Loan Documents;


 


(ii)           payment of
regularly scheduled interest and principal payments as and when due in respect
of any Indebtedness, other than payments in respect of the Subordinated
Indebtedness prohibited by the subordination provisions thereof;


 


(iii)          unless a Default
has occurred and is continuing, payment (a) on the surrender of the
Convertible Notes as a result of the exercise of a right of conversion of the
Convertible Notes by one or more holders thereof, (b) in the event of a
fundamental change (as defined in the Information Memorandum), if a holder of
Convertible Notes accepts a purchase offer (as defined in the Information
Memorandum) of the Borrower with respect to such fundamental change, or (c) provided
that the Total Debt to EBITDA Ratio (with EBITDA for such purposes being
measured for the most recently completed four fiscal quarter period of the
Borrower) is less than or equal to 2.00:1.00, determined both before and after
the 


 


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making of such proposed redemption,
to redeem the Convertible Notes if the Borrower exercises a right of redemption
as a result of becoming obligated to pay “additional amounts” (as defined in
the Information Memorandum) under the circumstances described in the
Information Memorandum which include for greater certainty the obligation of
the Borrower to pay to the holders of any Converted Note additional amounts
(which are more than a de minimis
amount) as a result of any change from the date hereof in the laws or any
regulations of Canada or any Canadian political subdivision or taxing
authority, or any change from the date hereof in an interpretation or
application of such laws or regulations by any legislative body, court,
governmental agency, taxing authority or regulatory authority (including the
enactment of any legislation and the publication of any judicial decision or
regulatory or administrative determination) in respect of Canadian withholding
tax;


 


(iv)          refinancings of
Indebtedness to the extent permitted by Section 6.01;


 


(v)           payment of
secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of, or casualty with respect to, the property or assets securing such
Indebtedness;


 


(vi)          payment of the
Biovail SA Indebtedness to Biovail SA on or before July 17, 2009;


 


(vii)         payment of
Indebtedness owed to the Borrower or any Subsidiary of the Company in
accordance with the terms of any subordination provisions thereof; and


 


(viii)        payment of the
Convertible Notes with Equity Interests of the Borrower as permitted by and in
accordance with the Convertible Notes Indenture or conversion of the
Convertible Notes to Equity Interests of the Borrower as permitted by and in
accordance with the Convertible Notes Indenture.


 


SECTION 6.09       Transactions with Affiliates.


 


The Borrower will not, and will not permit
any of its Subsidiaries to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except (a) in the ordinary course of business at prices and on terms and
conditions not less favourable to the Borrower or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, (b) transactions
between or among the Borrower and its wholly owned Subsidiaries not involving
any other Affiliate and (c)  any Restricted Payment permitted by Section 6.08.


 


SECTION 6.10       Restrictive Agreements.


 


The Borrower will not, and will not permit
any of its Subsidiaries to, directly or indirectly, enter into, incur or permit
to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any
Subsidiary to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its capital stock or to
make or repay loans or advances to 


 


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the Borrower or any other
Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by this Agreement, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 6.10 (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply
to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases and
other contracts restricting the assignment thereof.


 


SECTION 6.11       Amendment of Material Documents.


 


The Borrower will not, and will not permit
any of its Subsidiaries to, amend, modify or waive any of its rights under (a) any
agreement relating to any Subordinated Indebtedness or (b) its certificate
of incorporation, articles, by-laws, operating, management or partnership
agreement or other organizational documents, in each case, to the extent any
such amendment, modification or waiver would not reasonably be expected to be
adverse to the Lenders.


 


SECTION 6.12       Changes in Fiscal Periods.


 


The Borrower will not, and will not permit
any of its Subsidiaries to, permit the fiscal year of such Loan Party to end on
a day other than December 31 or change such Loan Party’s method of
determining fiscal quarters or fiscal months.


 


SECTION 6.13       Capital of Loan Parties.


 


The Borrower shall not suffer or permit any
of the other Loan Parties to issue further equity securities, unless such
equity securities are:


 


(a)           issued to (A) the
existing equity holder or (B) a Loan Party which has executed and
delivered to the Administrative Agent a Security Document; and


 


(b)           pledged to the
Administrative Agent pursuant to the Security Documents.


 


SECTION 6.14       Securities to be Pledged with Agent upon
Request.


 


Notwithstanding any inconsistent term and
conditions contained in the Security Documents, within five Business Days of a
written request of the Administrative Agent, the certificates representing any
further equity securities issued by any Loan Party (other than the Borrower)
shall be delivered to the Administrative Agent, together with a stock transfer
power (executed in blank) with respect to same.


 


SECTION 6.15       Regulation U or X.


 


The Borrower shall not, and shall not suffer
or permit any Subsidiary to, engage in the business of extending credit for the
purpose of purchasing or carrying margin stock. 
The Borrower shall not use any of the proceeds of any credit extended
hereunder to “purchase” or “carry” any “margin stock” as defined in Regulation
U of the Board.


 


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SECTION 6.16       Material Contracts.


 


The Borrower will not, and will not permit
any Subsidiary to, cancel or terminate any Material Contract or amend or
otherwise modify any Material Contract, or waive any default or breach under
any Material Contract, or take any other action in connection with any Material
Contract that in any such instance would have a Material Adverse Effect.


 


SECTION 6.17       Acquisitions.


 


The Borrower will not, and will not permit
any Subsidiary to, make or commit to make any Acquisition other than Permitted
Acquisitions.


 


SECTION 6.18       Change in Control.


 


The Borrower will not permit a Change in
Control to occur except with the prior written consent of the Administrative
Agent and the Required Lenders, which consent shall not be unreasonably
withheld.


 


SECTION 6.19       Excluded Subsidiaries.


 


The Borrower will not, and will not permit
any Subsidiary to, permit any Subsidiary that is not a Guarantor to have any
assets with an aggregate value of more than $35,000,000.  The Borrower will not, and will not permit
any Subsidiary to, sell, transfer, lease or otherwise dispose of the Equity
Interests it holds in Biovail Insurance or Biovail Lux.


 


SECTION 6.20       Biovail Insurance.


 


The Borrower will not permit Biovail
Insurance to (i) carry on any business other than the business of an
Exempt Insurance Company as defined under the Exempt Insurance Act of Barbados
for the purpose of self-insuring the Borrower and its Subsidiaries or (ii) cancel,
terminate or otherwise amend or modify the Biovail Insurance Trust Indenture.


 


SECTION 6.21       Pharma Pass SA.


 


Pharma Pass SA shall not (i) engage in
any business other than in connection with the Pharma Pass SA Contracts, or (ii) cancel,
terminate or amend or otherwise modify the Pharma Pass SA Contracts, or waive
any default or breach under any of the Pharma Pass SA contracts, or take any
other action in connection with any of the Pharma Pass SA Contracts that in any
such instance could reasonably be expected to cause a Material Adverse Effect.


 


SECTION 6.22       Biovail SA., Biovail Lux and Biovail UK.
and Biovail SA Indebtedness.


 


The Borrower will not permit Biovail SA,
Biovail Lux or Biovail UK to engage in any business of any kind, other than the
business conducted by each such Subsidiary as of the date hereof.  The Borrower will, and will cause Biovail
Laboratories International SRL to, repay the Biovail SA Indebtedness to Biovail
SA on or before July 17, 2009.


 


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SECTION 6.23       Minimum Interest Coverage Ratio.


 


The Loan Parties will not permit the ratio of
EBITDA of the Borrower and its Subsidiaries (on a consolidated basis) to cash
Interest Expense on the last day of any fiscal quarter, determined for any
period of four consecutive fiscal quarters ending on the last day of each
fiscal quarter, to be less than the ratio of 3.00 to 1.00.


 


SECTION 6.24       Maximum Total Debt to EBITDA Ratio.


 


The Loan Parties will not permit the Total
Debt to EBITDA Ratio on the last day of any fiscal quarter, determined for any
period of four consecutive fiscal quarters ending on the last day of each
fiscal quarter, to be greater than the ratio of 2.50 to 1.00.


 


SECTION 6.25       Minimum Equity.


 


The Loan Parties will not permit the Adjusted
Equity of the Borrower (on a consolidated basis), on the last day of any fiscal
quarter, to be less than $1,000,000,000.


 


ARTICLE VII


 


Events of Default


 


SECTION 7.01


 


If any of the following events (“Events of
Default”) shall occur:


 


(a)           the Borrower
shall fail to pay any principal of any Loan or any reimbursement obligation in
respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise;


 


(b)           the Borrower
shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable
under this Agreement, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of five (5) Business
Days;


 


(c)           any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan
Document or any amendment or modification hereof or thereof or waiver hereunder
or thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification thereof or waiver
thereunder, shall prove to have been incorrect when made or deemed made;


 


(d)           the Borrower
shall fail to observe or perform any covenant, condition or agreement contained
in Section 5.02, Section 5.03 (with respect to the existence of any
Loan Party), Section 5.04, Section 5.07(a) or Section 5.08
or in Article VI;


 


(e)           the Borrower
shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement or any other Loan Document (other than those specified in
clause (a), (b) or (d) of this Article), and such failure shall 


 


85





















 


continue unremedied for a
period of 30 days after the earlier of any Loan Party’s knowledge thereof or
notice thereof from the Administrative Agent to the Borrower (which notice will
be given at the request of any Lender);


 


(f)            the Borrower or
any Subsidiary shall fail to make any principal payment in respect of any
Material Indebtedness, when and as the same shall become due and payable and
such failure shall continue unremedied for a period of two (2) Business
Days;


 


(g)           the Borrower or
any Subsidiary shall fail to pay any interest, any fee or any other amount
(other than an amount referred to in clause (f) above) in an amount
greater than $1,000,000 in respect of any Material Indebtedness, when and as
the same shall become due and payable and such failure shall continue unremedied
for a period of five (5) Business Days;


 


(h)           any event or
condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity
and, in each case, such Material Indebtedness is not repaid on the date it
becomes due; provided that this clause (h) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness;


 


(i)            an involuntary
case or proceeding (including the filing of any notice of intention in respect
thereof) shall be commenced or an involuntary petition shall be filed against
any Loan Party or any Subsidiary of any Loan Party under any Insolvency Law,
any incorporation law or any other Applicable Law in any jurisdiction in
respect of:


 


(i)            its bankruptcy,
liquidation, winding-up, dissolution or suspension of general operations,


 


(ii)           the composition,
rescheduling, reorganization, arrangement or readjustment of, or other relief
from, or stay of proceedings to enforce, some or all of its debts or
obligations,


 


(iii)          the appointment
of a trustee, interim receiver, receiver, receiver and manager, liquidator,
administrator, custodian, sequestrator, agent or other similar official for a
Loan Party, or for all or a substantial part of the assets of a Loan Party or
any Subsidiary of any Loan Party, or


 


(iv)          possession,
foreclosure, seizure or retention, sale or other disposition of, or other
proceedings to enforce security over, all or any substantial part of the
assets, of any Loan Party or any Subsidiary of any Loan Party,


 


and such case or proceeding shall remain undismissed
or unstayed for 60 days or more or such court shall enter a decree or order
granting the relief sought in such case or proceeding;


 


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(j)            any Loan Party or
any Subsidiary of any Loan Party (i) files a plan of arrangement,
proposal, petition or application seeking relief under any Insolvency Law or
makes an assignment into bankruptcy, or (ii) commences on a voluntary
basis, or fails to contest in a timely and appropriate manner or consents to
the institution of any proceeding referred to in paragraph (i) above or to
the filing of any such petition or to the appointment of or taking possession
by a custodian, receiver, interim receiver, receiver and manager, liquidator,
assignee, trustee or sequestrator (or similar official) of such Loan Party or
Subsidiary or of all or any substantial part of such Loan Party’s or Subsidiary’s
assets, or (iii) makes an assignment for the benefit of creditors, (iv) takes
any action in furtherance of any of the foregoing or of any of the proceedings
referred to in paragraph (i), or (v) admits in writing its inability to,
or is generally unable to, pay its debts as such debts become due or is
otherwise insolvent;


 


(k)         (i) any Loan
Party or any of its Subsidiaries shall, directly or indirectly, terminate or
cause to terminate, in whole or in part, or initiate the termination of, in
whole or in part, any Canadian Pension Plan so as to result in any liability
which could reasonably be expected to have a Material Adverse Effect; (ii) any
event or condition exists in respect of any Canadian Pension Plan which could
reasonably be expected to have a Material Adverse Effect; (iii) any Loan
Party or any of its Subsidiaries shall fail to make minimum required
contributions to amortize any funding deficiencies under a Canadian Pension
Plan within the time period set out in Requirements of Laws or fail to make a
required contribution under any Canadian Pension Plan or Canadian Benefit Plan
which could result in the imposition of a Lien upon the assets of any Loan
Party or any of its Subsidiaries that could reasonably be excepted to have a
Material Adverse Effect; or (iv) any Loan Party or any of its Subsidiaries
makes any improper withdrawals or applications of assets of a Canadian Pension
Plan or Canadian Benefit Plan which could reasonably be expected to have a
Material Adverse Effect;


 


(l)            one or more
judgments for the payment of money in an aggregate amount in excess of
$50,000,000 shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Subsidiary to enforce any such judgment;


 


(m)          an ERISA Event
shall have occurred that, in the opinion of the Required Lenders, when taken
together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect;


 


(n)           any Loan
Guarantee shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any
Loan Guarantee, or any Guarantor shall fail to comply with any of the terms or
provisions of the Loan Guarantee to which it is a party, or any Guarantor shall
deny that it has any further liability under the Loan Guarantee to which it is
a party, or shall give notice to such effect;


 


(o)           any Collateral
Document shall for any reason fail to create a valid and perfected first
priority security interest in any Collateral purported to be covered thereby,
except as permitted by the terms of any Collateral Document, or any Collateral 


 


87





















 


Document or the perfection
thereof shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any
Collateral Document, or any Loan Party shall fail to comply with any of the
terms or provisions of any Collateral Document; or


 


(p)           any material
provision of any Loan Document for any reason ceases to be valid, binding and
enforceable in accordance with its terms (or any Loan Party shall challenge the
enforceability of any Loan Document or shall assert in writing, or engage in
any action or inaction based on any such assertion, that any provision of any
of the Loan Documents has ceased to be or otherwise is not valid, binding and
enforceable in accordance with its terms);


 


then, and in every such
event (other than an event with respect to the Borrower described in clause (h) or
(i) of this Article), and at any time thereafter during the continuance of
such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take either or both of the following
actions, at the same or different times: 
(i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become  due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower. 
Upon the occurrence and the continuance of an Event of Default, the
Administrative Agent may, and at the request of the Required Lenders shall,
exercise any rights and remedies provided to the Administrative Agent under the
Loan Documents or at law or equity, including all remedies provided under the
UCC and the PPSA.


 


ARTICLE VIII


 


The
Administrative Agent


 


Each of the Lenders, the Swingline Lender and
the Issuing Bank hereby irrevocably appoints the Administrative Agent as its
agent and to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof and thereof, together with such
actions and powers as are reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the Issuing
Bank, and neither the Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.


 


The bank serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent, the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity and such Person and its Affiliates may accept deposits
from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business 


 


88

















 


with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder and without any duty to account to the Lenders.


 


The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that the Administrative Agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02)
but the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Loan Document or Applicable Law; and (c) except
as expressly set forth herein, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the Person serving as Administrative Agent or
any of its Affiliates in any capacity. 
The Administrative Agent shall not be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own
gross negligence or wilful misconduct. 
The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to the Administrative
Agent by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of a Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition specified in this Agreement, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.


 


The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise communicated by the proper Person. 
The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the Issuing
Bank, the Administrative Agent may presume that such condition is satisfactory
to such Lender or the Issuing Bank unless the Administrative Agent shall have
received notice to the contrary from such Lender or the Issuing Bank prior to
the making of such Loan or the issuance of such Letter of Credit.  The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.


 


Each Lender agrees to indemnify the
Administrative Agent and hold it harmless (to the extent not reimbursed by the
Borrower), rateably according to its Applicable Percentage (and not jointly or
jointly and severally) from and against any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel, which may be incurred by or asserted against the Administrative
Agent in any way relating to or arising out of the Loan Documents or 


 


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the transactions therein
contemplated.  However, no Lender shall
be liable for any portion of such losses, claims, damages, liabilities and
related expenses resulting from the Administrative Agent’s gross negligence or
wilful misconduct.


 


The Administrative Agent may perform any and
all of its duties and exercise its rights and powers hereunder or under any of
the other Loan Documents by or through any one or more sub-agents appointed by
the Administrative Agent from among the Lenders (including the Person serving
as Administrative Agent) and their respective Affiliates.  The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties.  The provisions of this Article and the
other provisions of this Agreement for the benefit of the Administrative Agent
shall apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


Notwithstanding any other provision of this
Agreement, the Proceeds of Realization of the Loan Guarantees and the
Collateral Documents or any portion thereof shall be applied and distributed,
and the claims of the Finance Parties shall be deemed to have the relative
priorities which would result in the Proceeds of Realization being applied and
distributed, as follows:


 


(i)            firstly, to the
payment of all reasonable costs and expenses incurred by or on behalf of the
Administrative Agent (including all legal fees and disbursements) in the
exercise of all or any of the powers granted to it hereunder or under any of
the other Loan Documents and in payment of all of the remuneration of any
receiver, interim receiver, receiver and manager or other Person having similar
powers or authority appointed by the Administrative Agent or by a court at the
instance of the Administrative Agent in respect of the Collateral or any part
thereof (a “Receiver”) and all costs and expenses properly incurred by
such Receiver (including all legal fees and disbursements) in the exercise of
all or any powers granted to it under the Loan Guarantees and the Collateral
Documents;


 


(ii)           secondly, in
payment of all amounts of money borrowed or advanced by the Administrative
Agent or such Receiver pursuant to the Loan Guarantees and the Collateral
Documents and any interest thereon;


 


(iii)          thirdly, to the
payment or prepayment of the Secured Obligations (including holding as cash
collateral to be applied against Secured Obligations which have not then
matured) to the Finance Parties pro rata
in accordance with the relative amount of the Secured Obligations owing to each
of them; and


 


(iv)          the balance, if
any, to the Borrower or otherwise in accordance with Applicable Law.


 


The Administrative Agent may at any time give
notice of its resignation to the Lenders, the Issuing Bank and the Borrower.
Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a successor, which
shall be a Lender having a Commitment to a revolving credit and having an
office in Toronto, Ontario, or an Affiliate of any such Lender with an office
in Toronto, Ontario.


 


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If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications
specified in the paragraph above, provided that if the Administrative Agent
shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders
under any of the Loan Documents, the retiring Administrative Agent shall
continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications
and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly, until such time as
the Required Lenders appoint a successor Administrative Agent as provided for
above in the preceding paragraph.


 


Upon a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the former
Administrative Agent, and the former Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided in the preceding
paragraph).  The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor.  After the termination of the
service of the former Administrative Agent, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such former
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while the
former Administrative Agent was acting as Administrative Agent.


 


Each Lender and the Issuing Bank acknowledges
that it has, independently and without reliance upon the Administrative Agent
or any other Lender or any of their respective Related Parties and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement.  Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their respective Related
Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document, any
related agreement or any document furnished hereunder or thereunder.


 


Each of the Lenders hereby acknowledges that
to the extent permitted by Applicable Law, any collateral security and the
remedies provided under the Loan Documents to the Lenders are for the benefit
of the Lenders collectively and acting together and not severally and further
acknowledges that its rights hereunder and under any collateral security are to
be exercised not severally, but by the Administrative Agent upon the decision
of the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for in the Loan Documents).  Accordingly, notwithstanding any of the
provisions contained herein or in any collateral security, each of the Lenders
hereby covenants and agrees that it shall not be entitled to take any action
hereunder or thereunder including, without limitation, any declaration of
default hereunder or thereunder but that any such action shall be taken only by
the Administrative Agent with the prior written agreement of the Required
Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for in the Loan Documents). 
Each of the Lenders hereby further covenants and agrees that upon any
such written agreement being given, it shall co-operate fully with the
Administrative Agent to the extent requested by the Administrative Agent.  Notwithstanding the foregoing, in the absence
of instructions from the Lenders and where in the sole 


 


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opinion of the
Administrative Agent, acting reasonably and in good faith, the exigencies of
the situation warrant such action, the Administrative Agent may without notice
to or consent of the Lenders take such action on behalf of the Lenders as it
deems appropriate or desirable in the interest of the Lenders.


 


Anything herein to the contrary
notwithstanding, none of the Bookrunners, Arrangers or holders of similar
titles, if any, specified in this Agreement shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01       Notices.


 


(a)           Except in the
case of notices and other communications expressly permitted to be given by
telephone (and except as provided in paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:


 


(i)            if to the
Borrower, to it at 7150 Mississauga Road, Mississauga, Ontario L5N 2M5,
Attention of Chief Financial Officer (Telecopy No. 905-286-3319);


 


(ii)           if to the
Administrative Agent, to JPMorgan Chase Bank, N.A., Toronto Branch, Loan and
Agency Services Group, 200 Bay Street, Fl 18, Toronto, M5J 2J2  Canada,
Attention of Indrani Lazarus (Telecopy No. 416-981-9174), with a copy to
JPMorgan Chase Bank, N.A., Toronto, Branch, 10 South Dearborn Street, Mail
Code: IL1-0364, 9th Floor, Chicago, IL, Attention of Michelle Reese (Telecopy No. 312-325-3153);


 


(iii)          if to the Issuing
Bank, to it at 200 Bay Street, Fl 18, Toronto, M5J 2J2  Canada, Attention
of Indrani Lazarus (Telecopy No. 416-981-9174), with a copy to JPMorgan
Chase Bank, N.A., Toronto, Branch, 10 South Dearborn Street, Mail Code:
IL1-0364, 9th Floor, Chicago, IL, Attention of Michelle Reese (Telecopy No. 312-325-3153);


 


(iv)          if to the
Swingline Lender, to it at 200 Bay Street, Fl 18, Toronto, M5J 2J2 
Canada, Attention of Indrani Lazarus (Telecopy No. 416-981-9174), with a
copy to JPMorgan Chase Bank, N.A., Toronto, Branch, 10 South Dearborn Street,
Mail Code: IL1-0364, 9th Floor, Chicago, IL, Attention of Michelle Reese
(Telecopy No. 312-325-3153); and


 


(v)           if to any other
Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.


 


Notices sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent (except that, if not 


 


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given on a business day
between 9:00 a.m. and 5:00 p.m. local time where the recipient is
located, shall be deemed to have been given at 9:00 a.m. on the next
Business Day for the recipient). Notices delivered through electronic
communications to the extent provided in paragraph (b) below, shall be
effective as provided in said paragraph (b).


 


(b)           Notices and other
communications to the Lenders hereunder may be delivered or furnished by
electronic communications (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices
or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is not
sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


 


(c)           Any party hereto
may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto.  All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.


 


SECTION 9.02       Waivers; Amendments.


 


(a)           No failure or
delay by the Administrative Agent, the Issuing Bank or any Lender in exercising
any right or power hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative
Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement
or consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed
as a waiver of any Default, regardless of whether the Administrative 


 


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Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)           Neither this
Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower
and the Required Lenders or by the Borrower and the Administrative Agent with
the consent of the Required Lenders; provided that no such agreement shall (i) increase
the Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent
of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or
excuse any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv) change
Section 2.19(b) or Section 2.19(c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, or (v) change any of the provisions of this Section or
the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the  written consent
of each Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be.


 


(c)           The Lenders
hereby irrevocably authorize the Administrative Agent, at its option and in its
sole discretion, to release any Liens granted to the Administrative Agent by
the Loan Parties on any Collateral (i) upon the termination of all
Commitments, and the payment and satisfaction in full in cash and/or the cash
collateralization of all Secured Obligations, (ii) constituting property
being sold or disposed of if the Loan Party disposing of such property
certifies to the Administrative Agent that the sale or disposition is made in
compliance with the terms of this Agreement (and the Administrative Agent may
rely conclusively on any such certificate, without further inquiry), and to the
extent that the property being sold or disposed of constitutes 100% of the
Equity Interest of a Subsidiary, the applicable Administrative Agent is
authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting
property leased to a Loan Party under a lease which has expired or been
terminated in a transaction permitted under this Agreement, (iv) as
required to effect any sale or other disposition of such Collateral in
connection with any exercise of remedies of the Administrative Agent and the
Lenders pursuant to Article VII or (v) to otherwise facilitate a
transaction expressly permitted by this Agreement.  Except as provided in the preceding sentence,
the Administrative Agent will not release any Liens on Collateral without the
prior written authorization of each of the Lenders, such authorization not to
be unreasonably withheld; provided that, the Administrative Agent may in its
discretion, release its Liens on Collateral valued in the aggregate not in
excess of $25,000,000  during any
calendar year without the prior written authorization of any of the
Lenders.  Any such release shall not in
any manner discharge, affect, or impair the Obligations or any Liens (other
than 


 


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those expressly being
released) upon (or obligations of the Loan Parties in respect of) all interests
retained by the Loan Parties, including the proceeds of any sale, all of which
shall continue to constitute part of the Collateral.


 


SECTION 9.03       Expenses; Indemnity; Damage Waiver.


 


(a)           The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender, including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent,
the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.


 


(b)           The Borrower
shall indemnify the Administrative Agent (and any sub-agent thereof), the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by any Indemnitee or asserted
against any Indemnitee by any third party or any Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance or non-performance by the parties hereto of
their respective obligations hereunder or thereunder or the consummation or
non-consummation of the Transactions or any other transactions contemplated
hereby or thereby, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the Issuing
Bank to honour a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory whether
brought by a third party or by a Loan Party and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a 


 


95





















 


court of competent
jurisdiction by final and non-appealable judgment to have resulted from the
gross negligence or wilful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if such Loan Party has obtained a final and
non-appealable judgment in its favour on such claim as determined by a court of
competent jurisdiction.


 


(c)           To the extent
that the Borrower for any reason fails to indefeasibly pay any amount required
to be paid by it to the Administrative Agent (or any sub-agent thereof), the
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to the Administrative Agent
(and any sub-agent thereof), the Issuing Bank or the Swingline Lender, as the
case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any sub-agent thereof), the
Issuing Bank or the Swingline Lender in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or Issuing Bank in connection with such capacity. The
obligations of the Lenders under this paragraph (c) are subject to the
other provisions of this Agreement concerning several liability of the Lenders.


 


(d)           To the fullest
extent permitted by Applicable Law, neither the Borrower nor any other Loan
Party shall assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential, punitive, aggravated
or exemplary damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby (or any breach
thereof), the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.  No Indemnitee shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby.


 


(e)           All amounts due
under this Section shall be payable promptly after written demand
therefor.  A certificate of the
Administrative Agent or a Lender setting forth the amount or amounts owing to
the Administrative Agent, Lender or a sub-agent or Related Party, as the case
may be, as specified in this Section, including reasonable detail of the basis
of calculation of the amount or amounts, and delivered to the Borrower shall be
conclusive absent manifest error.


 


SECTION 9.04       Successors and Assigns.


 


(a)           The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except
that (i) neither the Borrower nor any other Loan Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior



 


96





















 


written consent of the
Administrative Agent and each Lender (and any attempted assignment or transfer
by the Borrower or any other Loan Party without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


(b)           (i)            Subject to the
conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:


 


A.            the Borrower,
provided that no consent of the Borrower shall be required for an assignment to
a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default
has occurred and is continuing, any other assignee;


 


B.            the
Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of any Commitment to an assignee that
is a Lender with a Commitment immediately prior to giving effect to such
assignment; and


 


C.            the Issuing Bank.


 


(ii)           Assignments shall
be subject to the following additional conditions:


 


A.            except in the
case of an assignment to a Lender or an Affiliate of a Lender or an assignment
of the entire remaining amount of the assigning Lender’s Commitment or Loans of
any Class, the amount of the Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent, provided that no such consent of
the Borrower shall be required if an Event of Default has occurred and is
continuing;


 


B.            each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement, provided
that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender’s rights and obligations in
respect of one Class of Commitments or Loans;


 


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C.            the parties to
each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500;


 


D.            the assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire in which the assignee designates one or more Credit Contacts to
whom all syndicate-level information (which may contain material non-public
information about the Borrower, the Loan Parties and their related parties or
their respective securities) will be made available and who may receive such
information in accordance with the assignee’s compliance procedures and
Applicable Law, including federal, provincial, territorial and state securities
laws; and


 


E.             except in the
case of an assignment to a Lender, at the request of the Administrative Agent
(which request shall be in its sole discretion), the Borrower shall cause its
legal counsel to deliver to the assignee either an opinion in form and
substance comparable (in the sole discretion of the Administrative Agent and
its counsel) to the opinion delivered by the U.S. counsel of the Borrower on
the date hereof or a reliance letter in form and substance satisfactory to the
Administrative Agent entitling the assignee to rely on such opinion letter.


 


For the purposes of this Section 9.04(b),
the term “Approved Fund” has the following meaning:


 


“Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


(iii)          Subject to
acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Section 2.15,
Section 2.17, Section 2.18, and Section 9.03).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this Section 9.04
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.


 


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(iv)          The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, absent manifest error, and the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary.  The Register
shall be available for inspection by the Borrower, the Issuing Bank and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


(v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d),
Section 2.06(e), Section 2.07(b), Section 2.19(d) or Section 9.03(c),
the Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest
thereon.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph.


 


(c)           (i)                                     Any
Lender may, without the consent of the Borrower, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks
or other entities (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (C) the Borrower, the Administrative Agent, the
Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under
this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to 


 


99

















 


Section 9.02(b) that
affects such Participant.  Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Section 2.15, Section 2.17
and Section 2.18 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.19(c) as
though it were a Lender.


 


(ii)           A
Participant shall not be entitled to receive any greater payment under Section 2.15
or Section 2.18 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior
written consent.  A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.18 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.18(e) as though it
were a Lender.


 


(d)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such
Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.


 


SECTION 9.05       Survival.


 


All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other
instruments  delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The provisions of Section 2.15, Section 2.17,
Section 2.18 and Section 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.


 


SECTION 9.06       Counterparts; Integration; Effectiveness;
Electronic Execution.


 


(a)           This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and
any separate letter agreements with respect to fees 


 


100

















 


payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by facsimile or
by sending a scanned copy by electronic mail shall be effective as delivery of
a manually executed counterpart of this Agreement.


 


(b)           The
words “execution,” “signed,” “signature,” and words of like import in any
Assignment and Assumption shall be deemed to include electronic signatures or
the keeping of records in electronic form, each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature or
the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any Applicable Law, including Parts 2 and 3 of the
Personal Information Protection and Electronic Documents Act
(Canada), the Electronic Commerce Act, 2000
(Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law
Conference of Canada or its Uniform Electronic
Evidence Act, as the case may be.


 


SECTION 9.07       Severability.


 


Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.


 


SECTION 9.08       Right of Setoff.


 


If an Event of Default has occurred and is
continuing, each of the Lenders and each of their respective Affiliates is
hereby authorized at any time and from time to time to set off and apply any
and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender or any such Affiliate to or for the
credit or the account of any Loan Party against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement or any other
Loan Document to such Lender, irrespective of whether or not such Lender has
made any demand under this Agreement or any other Loan Document and although
such obligations of such Loan Party may be contingent or unmatured or are owed
to a branch or office of such Lender different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each of the
Lenders and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff, consolidation
of accounts and bankers’ lien) that the Lenders or their respective Affiliates
may have. Each Lender agrees to promptly notify the Borrower and the
Administrative Agent after any such setoff and application, but the failure to
give such notice shall not affect the validity of such setoff and application.  If any Affiliate of a Lender exercises any
rights under this Section, it shall share the benefit received in accordance
with Section 2.19(c) as if the benefit had been received by the
Lender of which it is an Affiliate.


 


101

















 


SECTION 9.09       Governing Law; Jurisdiction; Consent to
Service of Process.


 


(a)           This
Agreement shall be construed and interpreted in accordance with and governed by
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.


 


(b)           Each
of the Borrower and the other Loan Parties hereby irrevocably and
unconditionally submits, for itself and its property, to the non-exclusive
jurisdiction of the courts of the Province of Ontario and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement or any other Loan Document, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Ontario court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement or in any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower, the other Loan Parties or their respective
properties in the courts of any jurisdiction.


 


(c)           Each
of the Borrower and the other Loan Parties hereby irrevocably and
unconditionally waives, to the fullest extent permitted by Applicable Law, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by Applicable Law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.


 


(d)           Each
party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


 


SECTION 9.10       WAIVER OF JURY TRIAL.


 


EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


102

















 


SECTION 9.11       Headings.


 


Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.


 


SECTION 9.12       Confidentiality.


 


(a)           Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to
maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel,
representatives and other advisors (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority), (c) to the extent
required by Applicable Law or regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies hereunder or under any other Loan Document or
any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii)  any actual or prospective counterparty (or its
advisors) to any swap, derivative, credit-linked note or similar transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential basis from a source other than the Borrower.  For the purposes of this Section, “Information”
means all information received from the Borrower relating to the Borrower or
its business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis prior to disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential.  Any Person required to maintain the
confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


(b)           EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED
TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWER AND 
ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT
HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH THOSE 


 


103

















 


PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL, PROVINCIAL AND STATE SECURITIES LAWS.


 


(c)           ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION,
WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE
BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES
AND APPLICABLE LAW.


 


SECTION 9.13       Several Obligations; Non-reliance;
Violation of Law.


 


The respective obligations of the Lenders
hereunder are several and not joint and the failure of any Lender to make any
Loan or perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. Each Lender hereby represents
that it is not relying on or looking to any margin stock for the repayment of
the Borrowings provided for herein. 
Anything contained in this Agreement to the contrary notwithstanding,
neither the Issuing Bank nor any Lender shall be obligated to extend credit to
the Borrowers in violation of any Applicable Law.


 


SECTION 9.14       Disclosure.


 


Each Loan Party and each Lender hereby
acknowledges and agrees that the Administrative Agent and/or its Affiliates
from time to time may hold investments in, make other loans to or have other
relationships with any of the Loan Parties and their respective Affiliates.


 


SECTION 9.15       Currency of Payment.


 


(a)           All
outstanding Borrowings relating to Prime Rate Loans, BA Loans, BA Equivalent
Loans and LC Disbursements in respect of letters of credit issued in Canadian
Dollars together with all interest and fees and other Obligations relating
thereto shall accrue and be payable by the Borrower in Canadian dollars.  All outstanding Borrowings relating to ABR
Loans, Eurodollar Loans or LC Disbursements in respect of letters of credit
issued in any other currency together with all interest and fees and other
Obligations relating thereto shall accrue and be payable by the Borrower in
dollars. The obligations of the Borrower and the other Loan Parties hereunder
and under the other Loan Documents to make payments in dollars or in Canadian
dollars, as the case may be (the “Obligation Currency”), shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment expressed
in or converted into any currency other than the Obligation Currency, except to
the extent that such tender or recovery results in the effective receipt by the
Administrative Agent or a Lender of the full amount of the Obligation Currency
expressed to be payable to the Administrative Agent or Lender under this
Agreement or the other Loan Documents. 
If, for the purpose of obtaining or enforcing judgment against any Loan
Party in any court 


 


104

















 


or in any jurisdiction, it
becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall be
made, at the Administrative Agent’s quoted rate of exchange prevailing, in each
case, as of the date immediately preceding the day on which the judgment is
given (such Business Day being hereinafter referred to as the “Judgment
Currency Conversion Date”).


 


(b)           If
there is a change in the rate of exchange prevailing between the Judgment
Currency Conversion Date and the date of actual payment of the amount due, the
Loan Parties each covenant and agree to pay, or cause to be paid, such
additional amounts, if any (but in any event not a lesser amount), as may be
necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial
award at the rate of exchange prevailing on the Judgment Currency Conversion
Date.  Any amount due from a Loan Party under
this Section 9.15 shall be due as a separate debt and shall not be
affected by judgment being obtained for any other amounts due under or in
respect of any of the Loan Documents.


 


(c)           For
purposes of determining the prevailing rate of exchange, such amounts shall
include any premium and costs payable in connection with the purchase of the
Obligation Currency.


 


SECTION 9.16       Canadian Anti-Money Laundering Legislation.


 


(a)           The
Borrower acknowledges that, pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada)
and other applicable Canadian anti-money laundering, anti-terrorist financing,
government sanction and “know your client” laws (collectively, including any
guidelines or orders thereunder, “AML Legislation”), the Lenders, the
Issuing Bank and the Administrative Agent may be required to obtain, verify and
record information regarding the Borrower and its directors, authorized signing
officers, direct or indirect shareholders or other Persons in control of the
Borrower, and the transactions contemplated hereby and in that regard, without
limiting the generality of the foregoing, may require that the authorized
signing officers of each of the relevant Loan Parties who will be signing this
Agreement, and other Loan Documents (each, a “signatory”) shall have made
themselves available to the Administrative Agent in person, and shall have
produced to the Administrative Agent a minimum of two unexpired identification
documents (at least one of which must be a birth certificate, driver’s license,
passport, provincial health insurance card, if permitted by the applicable
provincial law, or other government-issued document) and permitted examination
and the making of copies of same with a view to the Administrative Agent
gathering the full names of, and the dates of birth of each such signatory, the
type of identification document examined, the reference numbers of each of the
identification documents examined (collectively, the “Personal Information”)
and such Personal Information (together with photocopies of each identification
document examined) shall have been provided to the Administrative Agent on or
prior to the closing date.  The Borrower
shall promptly provide all such information, 


 


105

















 


including supporting documentation
and other evidence, as may be reasonably requested by any Lender, the Issuing
Bank or the Administrative Agent, or any prospective assignee or participant of
a Lender, the Issuing Bank or the Administrative Agent, in order to comply with
any applicable AML Legislation, whether now or hereafter in existence.


 


(b)           If
the Administrative Agent has ascertained the identity of the Borrower or any
authorized signatories of the Borrower for the purposes of applicable AML
Legislation, then the Administrative Agent:


 


(i)            shall
be deemed to have done so as an agent for each Lender and the Issuing Bank (and
to hold on behalf of the Lenders and the Issuing Bank for their review upon
reasonable request from time to time), and this Agreement shall constitute a “written
agreement” in such regard between each Lender, the Issuing Bank and the
Administrative Agent within the meaning of the applicable AML Legislation; and


 


(ii)           shall
provide to each Lender and the Issuing Bank copies of all information obtained
in such regard without any representation or warranty as to its accuracy or
completeness.


 


Notwithstanding the
preceding sentence and except as may otherwise be agreed in writing, each of
the Lenders and the Issuing Bank agrees that the Administrative Agent does not
have any obligation to ascertain the identity of the Borrower or any authorized
signatories of the Borrower on behalf of any Lender or the Issuing Bank, or to
confirm the completeness or accuracy of any information it obtains from the
Borrower or any such authorized signatory in doing so.


 


SECTION 9.17       USA PATRIOT ACT.


 


Each Lender that is subject to the
requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”) hereby notifies the Borrower that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Patriot Act.


 


[The remainder of this page has
been intentionally left blank.]


 


106














 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.


 


 


	
   

  	
  BIOVAIL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ M J
  MULLIGAN

  
	
   

  	
  Name: MJ Mulligan

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  ROBERT S. SHEPPARD

  
	
   

  	
  Name: Robert S. Sheppard

  
	
   

  	
  Title:   Vice President,
  Mid-Corporate Credit

  
				



 

















 


	
   

  	
  LENDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., TORONTO BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT S. SHEPPARD

  
	
   

  	
  Name: Robert S. Sheppard

  
	
   

  	
  Title: Vice President, Mid-Corporate Credit

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  JAMES J. RHEE

  
	
   

  	
  Name: James J. Rhee

  
	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  CHAD GRAVES

  
	
   

  	
  Name: Chad Graves

  
	
   

  	
  Title:   Associate Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/  IAN GILLESPIE

  
	
   

  	
  Name: Ian Gillespie

  
	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  B. CIALLELLA

  
	
   

  	
  Name: Ben Ciallella

  
	
   

  	
  Title:   Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  JOHN DAVIS

  
	
   

  	
  Name: John Davis

  
	
   

  	
  Title:   Assistant
  Vice-President, Commercial Banking

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  DOUGLAS BRANDES

  
	
   

  	
  Name: Douglas Brandes

  
	
   

  	
  Title:   Assistant
  Vice-President, Commercial Banking

  
							



 

















 


	
   

  	
  THE TORONTO-DOMINION BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NIGEL SHARPLEY

  
	
   

  	
  Name: Nigel Sharpley

  
	
   

  	
  Title: Senior Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ABDALLAH DAJANI

  
	
   

  	
  Name: Abdallah Dajani

  
	
   

  	
  Title: Associate Vice-President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXPORT DEVELOPMENT CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ OLIVER BOUCHARD

  
	
   

  	
  Name: Oliver Bouchard

  
	
   

  	
  Title: Financing Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. GAUTHIER

  
	
   

  	
  Name: David Gauthier

  
	
   

  	
  Title: Financing Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DANA DHALIWAL

  
	
   

  	
  Name: Dana Dhaliwal

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 

















 


	
   

  	
  DEUTSCHE-BANK AG NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ EVELYN THIERRY

  
	
   

  	
  Name: Evelyn Thierry

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERIN MORRISSEy

  
	
   

  	
  Name: Erin Morrissey

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MELISSA JAMES

  
	
   

  	
  Name: Melissa James

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 






 










 


SCHEDULE 1.01


 


SIGNIFICANT
SUBSIDIARIES


 


Biovail Americas Corp.


Biovail Distribution Corporation


Biovail Pharmaceuticals LLC


Biovail Technologies Ltd.


BTA Pharmaceuticals, Inc.


Prestwick Pharmaceuticals, Inc.


Biovail Holdings International SRL


Biovail Laboratories International SRL


 

















 


SCHEDULE 2.01


 


COMMITMENTS


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  JPMorgan Chase Bank, N.A., Toronto Branch

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  National Bank of Canada

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  HSBC Bank Canada

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  The Toronto-Dominion Bank

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  Export Development Canada

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Deutsche Bank AG New York Branch

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  410,000,000

  	
   

  



 

















 


SCHEDULE 3.05


 


PROPERTIES


 


	
  Property

  	
   

  	
  Jurisdiction

  	
   

  	
  Ownership

  (owned/leased/warehouse)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Welches,
  Christ Church

  Barbados, BB17154

  	
   

  	
  Barbados

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  100
  LifeSciences Parkway

  Steinbach, Manitoba, R5G 1Z7

  	
   

  	
  Manitoba

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  460 Comstock
  Road

  Scarborough, Ontario, M1L 4R6

  	
   

  	
  Ontario

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  7150
  Mississauga Road

  Mississauga, Ontario, L5N 8M5

  	
   

  	
  Ontario

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Avenue
  Iterregui

  Street Blot #34

  Sabano Abaja Industrial Park

  Caroline, Puerto Rico, 00983

  	
   

  	
  Puerto
  Rico

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  State Road
  No. 698

  Kilometer 0.8, Barrio Mameyal

  Dorado, Puerto Rico, 00646

  	
   

  	
  Puerto
  Rico

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  51 Villa de
  Golf Este

  Dorado del Mar

  Dorado, Puerto Rico, 00646

  	
   

  	
  Puerto
  Rico

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Lake Drive

  Unit 3200

  Citywest Business Campus

  Dublin 24, Ireland

  	
   

  	
  Ireland

  	
   

  	
  Owned

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Marginal
  Expreso Baldprioty de Castro Km. 11.6

  Sections 2 & 3 of Lots 11, 12 and 13

  Sabana Abajo Industrial Park

  Carolina, Puerto Rico, 00983

  	
   

  	
  Puerto
  Rico

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  450 Comstock
  Road

  Scarborough, Ontario, M1L 4S4

  	
   

  	
  Ontario

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  2488 Dunwin
  Drive

  Mississauga, Ontario, L5L 1J9

  	
   

  	
  Ontario

  	
   

  	
  Leased

  



 

















 


	
  Property

  	
   

  	
  Jurisdiction

  	
   

  	
  Ownership

  (owned/leased/warehouse)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  6120
  Midfield Road

  Mississauga, Ontario, L5P 1B1

  	
   

  	
  Ontario

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  689 Warden
  Avenue

  Units 1, 1A, 2, 2

  Scarborough, Ontario, M1L 4R6

  	
   

  	
  Ontario

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  700 US
  Highway 202/206

  North Bridgewater, New Jersey

  USA 08807

  	
   

  	
  New
  Jersey

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  3701
  Concorde Parkway

  Suites 100 and 800, Building 6/5A

  Chantilly, Virginia

  USA 20151

  	
   

  	
  Virginia

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  3725
  Concorde Parkway

  Suit 1500, Building 8

  Chantilly, Virginia

  USA 20151

  	
   

  	
  Virginia

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Lynden —
  CPDN Calgary

  4441 76th Avenue

  SE West Building

  Calgary, Ontario, T2C 2G8

  	
   

  	
  Alberta

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Lynden —
  CPDN Delta

  7403 Progress Way

  Delta, British Columbia, V4G 1E7

  	
   

  	
  British
  Columbia

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  UPS
  SCS, Inc.

  989-A Keewatin Street

  Winnipeg, Manitoba, R2X 2X4

  	
   

  	
  Manitoba

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Lynden —
  CPDN Toronto

  10 Corinne Court

  Vaughan, Ontario, L4K 4T7

  	
   

  	
  Ontario

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Contract
  Pharmaceuticals Limited (CPL)

  7600 Danbro Crescent

  Mississauga, Ontario, L5N 6L6

  	
   

  	
  Ontario

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  McKesson
  Outsource Logistics (MLS)

  109 Summerlea Road

  Brampton, Ontario, L6T 4P6

  	
   

  	
  Ontario

  	
   

  	
  Warehouse

  



 

















 


	
  Property

  	
   

  	
  Jurisdiction

  	
   

  	
  Ownership

  (owned/leased/warehouse)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  Sharp

  23 Carland Road

  Conshohocken, Pennsylvania

  	
   

  	
  Pennsylvania

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  DDN/Oberfel

  4580 Mendenhall Road

  Memphis, Tennessee

  USA 38151

  	
   

  	
  Tennessee

  	
   

  	
  Warehouse

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  1209 Orange
  Street

  Wilmington, Delaware

  USA 19801

  	
   

  	
  Delaware

  	
   

  	
  Registered
  address.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  4, rue
  Marivaux 75002

  Paris, France

  	
   

  	
  France

  	
   

  	
  Registered
  address.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  8-10 Rue Mathias Hardt

  L-1717 Luxembourg

  	
   

  	
  Luxembourg

  	
   

  	
  Registered
  address.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  C/O Treuhand-und

  Revisionsgesellschaft Zug,

  Baarerstrasse 112, CH-6302

  Zug, Switzerland

  	
   

  	
  Switzerland

  	
   

  	
  Registered
  address.

  



 














 


SCHEDULE 3.06


 


DISCLOSED
MATTERS


 


	
  Parties

  	
   

  	
  Court and Case No.

  	
   

  	
  Date Action Commenced

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PATENT
  LITIGATION

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purdue
  et al. v. Par Pharmaceuticals, Inc.

  (Note: Biovail is not a party)

  	
   

  	
  United
  States District Court for the District of Delaware

   

  C.A.
  No. 07-255

  	
   

  	
  May 9,
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Impax
  ats. Biovail Corporation

  (Note: Biovail is not a party)

  	
   

  	
  United
  States District Court for the District of Delaware

  Court File No. 08-519 JJF

  	
   

  	
  September 10,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Novopharm
  Limited and The Minister of Health ats GlaxoSmithKline and The Wellcome
  Foundation Limited

  	
   

  	
  Federal
  Court of Canada

   

  Court
  File No.

  T-505-03 and T-307-04

  	
   

  	
  March 31,
  2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Novopharm
  v. Biovail

  	
   

  	
  Federal
  Court of Canada

  T-1717-08

  	
   

  	
  November 7,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RhoxalPharma
  Inc. et al ats. Biovail Corporation et al

  	
   

  	
  Federal
  Court of Canada

   

  Court
  File No. T-691-04

  	
   

  	
  April 1,
  2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail
  Corporation ats Sandoz Canada Inc. (formerly RhoxalPharma) et al.

  	
   

  	
  Federal
  Court of Canada

   

  Court
  File No. T-1245-06

  	
   

  	
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail
  Corporation v.

  Sandoz Canada Inc.

  (formerly RhoxalPharma) et al

  	
   

  	
  Federal
  Court of Canada

   

  Court
  File No. T-214-06

  	
   

  	
  August 1,
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail
  Corporation et al v.

  Apotex Inc. Corporation

  	
   

  	
  Federal
  Court of Canada

  T-118-08

  	
   

  	
  January 23,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wyeth
  v. Biovail Corporation et al

  	
   

  	
  United
  States District Court for the District of Delaware

   

  C.A.
  No. 08-390

  	
   

  	
  June 27,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Abbott
  Laboratories et al

  v Biovail Laboratories International et al and Elan et al. v. Biovail et al.

  	
   

  	
  United
  States District Court for the District of New Jersey

   

  Civil
  Action No. 08 CV 6274 and Civil Action No. 08-CV-05412

  	
   

  	
  November 3,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sun
  Pharmaceuticals ats. Biovail

  	
   

  	
  United
  States District Court

  District of New Jersey

  Court File No.: 2:08-04005-SDW

  	
   

  	
  August 8,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AstraZeneca
  v. Biovail

  	
   

  	
  United
  States District Court

  District of New Jersey

  	
   

  	
  January 9,
  2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REGULATORY
  INVESTIGATIONS & RELATED SECURITIES LITIGATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EDNY
  Investigation

  	
   

  	
  None

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Office
  of Inspector General Investigation/USAO proceeding



  Re:
  P.L.A.C.E. Program

  	
   

  	
  U.S.
  Attorney’s Office for the District of Massachusetts

  	
   

  	
  July 24,
  2003

  (Note: Matter is settled. Plea hearing in August 2009)

  



 

















 


	
  GENERAL LITIGATION MATTERS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail
  Corporation v. S.A.C. Capital Management LLC, S.A.C. Capital Advisors, LLC,
  S.A.C. Capital Associates LLC, S.A.C. Healthco Funds, LLC, Sigma Capital
  Management, LLC, Steven A. Cohen, Arthur Cohen, Joseph Healey, Timothy
  McCarthy, David Maris, Gradient Analytics, Inc., Camelback Research
  Alliance, In., James Carr Bettis, Donn Vickrey, Pinnacle Investment Advisors,
  LLC, Helios Equity Fund, LLC, Hallmark Funds, Gerson Lehrman Group, Gerson
  Lehrman Group Brokerage Services, LLC, Thomas Lehrman, Patrick Duff, and
  James Lyle and does 1 through 50

  	
   

  	
  Superior
  Court, Essex County, New Jersey

   

  Case
  File No. L-1583-06

  	
   

  	
  February 22,
  2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSU,
  Tom
  v. Biovail Corporation et al

  	
   

  	
  The
  Supreme Court of British Columbia



  Court
  File No.

  S051052 Vancouver Registry

  	
   

  	
  February 23,
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Various
  Counties in New York State, City of New York, State of Alabama, State of
  Mississippi

  	
   

  	
  In
  the Plaintiffs’ respective jurisdictions

  	
   

  	
  Various

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forth
  Worth Employees’ Retirement Fund et al

  v. Biovail Corporation

  	
   

  	
  United
  States District Court

  Southern District of New York

   

  Civil
  Action No. 08 CIV 8592

  	
   

  	
  October 1,
  2008

  (Note: Matter dismissed with prejudice.)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Axxonis
  v. Prestwick

  	
   

  	
  German
  Arbitral Proceedings

  	
   

  	
  February 26,
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ANTI-TRUST LITIGATION

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nifedipine
  MDL Class Actions

  	
   

  	
  United
  States District Court for the District of Columbia

  	
   

  	
  August 7,
  2003

  July 2, 2002

  
	
  (Adalat
  MDL Class Actions):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Multidistrict
  Litigation No.1515

  	
   

  	
  October 11,
  2002

  
	
  A.F.
  of L. - A.G.C. et al

  	
   

  	
  Civil
  Action No.

  	
   

  	
  October 1,
  2002

  
	
  v.
  Biovail et al (“BC”)

  	
   

  	
  03MS00223
  RJL

  	
   

  	
  June 20
  2003

  
	
  Meijer
  Inc. et al v. BC

  	
   

  	
  Civil
  Action Nos.

  	
   

  	
  July 3,
  2002

  
	
  SAJ
  Distributors, Inc.et al v. BC

  	
   

  	
  1:02
  CV 01343,

  	
   

  	
  November 14,
  2002

  
	
  Independent
  Drug Co. et al v. BC

  	
   

  	
  02
  7852,

  	
   

  	
  February 5,
  2003

  
	
  Rochester
  Drug Cooperative et al v. BC

  	
   

  	
  1:02
  CV 01931,

  	
   

  	
  March 21,
  2006

  
	
  CVS
  Meridian, Inc. et al v. BC

  	
   

  	
  1:03
  CV 01354,

  	
   

  	
   

  
	
  Walgreen
  Co. et al v. BC

  	
   

  	
  1:03
  CV 01473,

  	
   

  	
   

  
	
  Maxi
  Drug, Inc. d/b/a/

  	
   

  	
  1:02
  CV 9089,

  	
   

  	
   

  
	
  Borroks
  Pharmacy v. BC

  	
   

  	
  1:03
  CV 0836,

  	
   

  	
   

  
	
   

  	
   

  	
  1:06-cv-00532-RSL.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wellbutrin
  XL Anti-trust Class Actions:A8

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  Meijer, Inc.
  et al v. Biovail Corporation et al (LEAD DIRECT PURCHASER CONSOLIDATED CASE)

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02431-BWK

  	
   

  	
  May 23,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American
  Sales Company, Inc. v. Biovail Corporation et al

  WBXL Anti-trust Class Action

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02464-BWK

  	
   

  	
  May 28,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rochester
  Drug Co-operative Inc. v. Biovail Corporation et al

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02462-BWK

  	
   

  	
  May 27,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plumbers &
  Pipefitters Local 572 Health & Welfare Fund v. Biovail Corporation
  et al (LEAD INDIRECT PURCHASER CONSOLIDATED CASE)

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02433-BWK

  	
   

  	
  May 23,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IBEW-NECA
  Local 505 Health & Welfare Plan v. Biovail Corporation et al

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02686-BWK

  	
   

  	
  June 9,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Painters
  District Council No. 30 Health & Welfare Fund v. Biovail
  Corporation et al

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02688-BWK

  	
   

  	
  June 10,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bricklayers
  et al v. Biovail et al.

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-03404-BWK

  	
   

  	
  June 30,
  2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mechanical
  Contractors - United Association Local 119 Health & Welfare Plan v.
  Biovail Corporation et al

  	
   

  	
  Eastern
  District of Pennsylvania

  2:08-cv-02712-BWK

  	
   

  	
  June 11,
  2008

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United
  States Environmental Protection Agency (SEPAL) Investigation (Carolina
  Facility) and related extrajudicial claim of Gillette and Biovail

  	
   

  	
  N/A

   

  Matter
  related to Puerto Rico facility

  	
   

  	
  Extrajudicial
  claims asserted in 2000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PETRIK, Ruth

  	
   

  	
  N/A

   

  Demand
  letter received from patient’s son.

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CANN, Mary

  	
   

  	
  N/A. Demand
  letter received from counsel.

  	
   

  	
  March 1,
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEDERER,
  Philip

  	
   

  	
  Demand
  letter

  	
   

  	
  N/A

  



 

















 


SCHEDULE 3.12


 


CANADIAN
BENEFIT PLANS AND CANADIAN PENSION PLANS


 


Canadian Benefit Plans


 


	
  Site(s)

  	
   

  	
  Health Care &

  Prescription Drugs

  	
   

  	
  Dental

  	
   

  	
  Vision

  	
   

  	
  Life &

  AD&D

  	
   

  	
  Disability

  (Short &

  Long Term)

  
	
  Canada
  (Mississauga, Steinbach, BPC & CRD)

   

  Employees

  	
   

  	
  80%
  coverage, no deductible

   

  80%
  prescription coverage

   

  Paramedical
  services $500/year/practitioner

  	
   

  	
  Basic
  Services — 80% for Preventive & Restorative services, Major services
  — 50% reimbursement Annual maximum $2,000 each. Orthodontics for dependent
  children only — 50% to $3,000 maximum benefit

  	
   

  	
  One exam per
  24 month period; 100% reimbursement for supplies to maximum $200 every 24
  months

  	
   

  	
  Employee
  Basic — 2X annual salary to maximum $1,000,000

   

  AD&D
  —same coverage level as above

  	
   

  	
  STD — 100%
  salary continuance for 17 weeks

   

  LTD 66.7% of
  monthly earnings to maximum of $10,000 per month; 119 elimination period

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada
  (Mississauga, Steinbach, BPC & CRD)

   

  Executives

  	
   

  	
  100%
  coverage, no deductible

   

  100%
  prescription coverage

   

  Paramedical
  services $750/year/practitioner

  	
   

  	
  Basic
  services — 100% for Preventative and Restorative services, Major services —
  50% reimbursement Annual maximum $2,000 each. Orthodontics for dependent
  children only — 50% to $3,000 maximum benefit

  	
   

  	
  One exam per
  24 month period; 100% reimbursement for supplies to maximum $200 every 24
  months

  	
   

  	
  Executive
  Basic Life — 3 X annual salary to maximum $1,000,000

   

  AD&D —
  same coverage level as above

  	
   

  	
  STD — 100%
  salary continuance for 17 weeks

   

  LTD — 66.7%
  of monthly earnings to maximum of $10,000 per month; 119 day elimination
  period

  



 

















 


Canadian Pension Plans


 


Group Retirement Savings
Plan


Immediate
eligibility


Voluntary
participation


Immediate
vesting


Employee
contributions up to the tax limit


 


Deferred Profit Sharing
Plan


Immediate
eligibility


Automatic
participation when enrolled in the Group RSP


50% match (to
a maximum of 2% of earnings) with service < 2 years


100% match (to
a maximum of 4% of earnings ) with service > 2 years


Vesting upon 2
years of plan membership


 


Non-insured
Canadian Benefit Plans


 


·                  Short-term disability coverage is
self-insured


·                  All medical, extended health, dental and
vision plans are paid for on a claims incurred plus administrative charge basis


 

















 


SCHEDULE 3.14


 


MATERIAL
CONTRACTS


 


1.                                       Teva
Exclusive Distribution Agreement dated December 15, 1997 between Biovail
Laboratories Incorporated (now Biovail Laboratories International SRL) and Teva
Pharmaceuticals (Falfalo N.V.) together with amendments dated November 17,
1999, December 20, 1999 and July 28, 2003.


 


2.                                       Asset
Purchase Agreement and Letter Agreement dated September 30, 2004 between
Biovail Laboratories Incorporated and Teva Pharmaceuticals Curacao N.V.


 


3.                                       Cardizem
agreements:


 


a.                                       Amended and
Restated Cardizem Rights Agreement dated December 31, 2000 by and among
Aventis Pharmaceuticals Inc., TWFC Inc., Aventis Pharma Inc. and Biovail
Laboratories Incorporated;


 


b.                                      Cardizem
Products Manufacturing Agreement dated December 28, 2000 between Aventis
Pharmaceuticals, Inc., Aventis Pharma Inc. and Biovail Laboratories
Incorporated, as amended July 1, 2004;


 


c.                                       Second
Cardizem Products Manufacturing Agreement date June 1, 2006 between
sanofi-aventis U.S. LLC (successor to Aventis Pharmaceuticals Inc.),
sanofi-aventis Canada Inc. (successor to Aventis Pharma Inc.) and Biovail
Laboratories Internaitonal SRL.


 


d.                                      Technical
Services Agreement dated December 28, 2000 between Aventis Pharmaceuticals, Inc.,
Aventis Pharma Inc. and Biovail Laboratories Incorporated.


 


e.                                       Transition
Services Agreement dated December 28, 2000 between Aventis Pharmaceuticals, Inc.,
Aventis Pharma Inc. and Biovail Laboratories Incorporated.


 


US Rights and Obligations under the Cardizem Rights Agreements and
Cardizem Manufacturing Agreement assigned to Biovail Laboratories International
SRL December 31, 2004.


 


4.                                       Amended
and Restated Distribution Rights Agreement between SmithKline Beecham
Corporation and Biovail Laboratories Incorporated, dated October 26, 2001
(re: Zovirax), as amended May 1, 2005, October 12, 2005 and December 18,
2006. Assigned to Biovail Laboratories International SRL December 31,
2004.


 


5.                                       Second
Amended and Restated License Agreement dated May 14, 2009 between Glaxo
Group Limited and Biovail Laboratories International SRL.


 

















 


6.                                       Asset
Purchase and Trademark Assignment Agreement (Vasotec®/Vaseretic®) dated April 1,
2002 between Merck & Co. Inc. and Biovail Laboratories Incorporated
(now Biovail Laboratories International SRL).


 


7.                                       Asset
Purchase Agreement dated May 30, 2003 between Wyeth Pharmaceuticals Inc.
and Biovail Laboratories Incorporated (now Biovail Laboratories International
SRL).


 


8.                                       Distribution
and Supply Agreement for Tramadol HCI — Once Daily Extended Release Tablet,
between Biovail Laboratories International SRL and Ortho-McNeil, Inc.,
dated November 3, 2005.


 


9.                                       Notice
of assignment effective November 4, 2005 by Biovail Laboratories
International SRL and Biovail Distribution Corporation to Ortho-McNeil, Inc.


 


10.                                 Asset
Purchase Agreement between Biovail Laboratories International SRL and
SmithKline Beecham Corporation d/b/a GlaxoSmithKline dated May 6, 2009
(re: Wellbutrin XL in the United States).


 


11.                                 Trademark
License Agreement between SmithKline Beecham Corporation and Biovail
Laboratories International SRL dated May 14, 2009 (re: Wellbutrin XL).


 


12.                                 Distribution
and Inventory Management Services Agreement entered into as of December 7,
2004 between Biovail Pharmaceuticals, Inc. (now BTA Pharmaceuticals, Inc.)
and Cardinal Health, as amended March 28, 2007 and January 1, 2008.


 


13.                                 Core
Distribution Agreement entered into as of October 1, 2004 between Biovail
Pharmaceuticals, Inc. (now BTA Pharmaceuticals, Inc.) and McKesson
Corporation, as amended December 20, 2005.


 


14.                                 Distribution
Services Agreement made as of December 31, 2004 between Biovail
Pharmaceuticals, Inc. (now BTA Pharmaceuticals, Inc.) and
AmerisourceBergen Drug Corporation.


 

















 


SCHEDULE 3.16


 


INSURANCE


 


[See
attached.]


 














 


SCHEDULE 3.17


 


CAPITALIZATION
AND SUBSIDIARIES


 


GUARANTORS


 


	
  Entity

  	
   

  	
  Issued and Outstanding Shares

  	
   

  	
  Shareholder

  
	
  Biovail Holdings International SRL

  	
   

  	
  1,000 quotas
  (certificate no. 1)

  4,600,000,000
  quotas (certificate no. 2)

  330,000,000
  quotas (certificate no. 3)

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Laboratories International SRL

  	
   

  	
  1,000 quotas
  (certificate no. 1)

  4,600,000,000
  quotas (certificate no. 2)

  330,000,000
  quotas (certificate no. 3)

  	
   

  	
  Biovail Holdings International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hythe Property Incorporated

  	
   

  	
  3,150,000
  shares (certificate no. 1)

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Americas Corp.

  	
   

  	
  17,736
  shares (no certificate number)

  1 share
  (certificate no. 3)

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Distribution Corporation

  	
   

  	
  100 shares
  (certificate no. 1)

  	
   

  	
  Biovail Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BTA Pharmaceuticals Inc.

  	
   

  	
  1,000 shares
  (certificate no. 1)

  	
   

  	
  Biovail
  Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Technologies Ltd.

  	
   

  	
  1,000 shares
  (certificate no. 1)

  	
   

  	
  Biovail Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prestwick Pharmaceuticals, Inc.

  	
   

  	
  100 shares (no certificate number)

  	
   

  	
  Biovail Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Pharmaceuticals LLC

  	
   

  	
  one
  membership interest

  (non-certificated)

  	
   

  	
  BTA Pharmaceuticals, Inc.

  



 


REGULATED
SUBSIDIARY


 


	
  Entity

  	
   

  	
  Issued and Outstanding Shares

  	
   

  	
  Shareholder

  
	
  Biovail Insurance Incorporated

  	
   

  	
  2,000,000
  shares (certificate no. 1)

  2,000,000
  shares (certificate no. 2)

  	
   

  	
  Biovail Corporation

  



 


IMMATERIAL
SUBSIDIARIES


 


	
  Entity

  	
   

  	
  Issued and Outstanding Shares

  	
   

  	
  Shareholder

  
	
  Biovail International S.à.r.l.

  	
   

  	
  500 shares (non-certificated)

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail International Holdings Limited

  	
   

  	
  2 shares (no
  certificate number)

  	
   

  	
  Biovail International S.à.r.l.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Technologies (Ireland) Limited

  	
   

  	
  2 shares (no
  certificate number)

  	
   

  	
  Biovail International Holdings Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail Technologies West Ltd.

  	
   

  	
  1 share
  (certificate no. 1)

  	
   

  	
  Biovail Corporation

  



 

















 


	
  Pharma Pass SA

  	
   

  	
  2,500
  (non-certificated)

  	
   

  	
  Biovail International S.à.r.l.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail SA

   

  	
   

  	
  500 shares
  (non-certificated)

  	
   

  	
  Biovail Corporation

  Jurg Schoch

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prestwick Pharmaceuticals Canada Inc.

  	
   

  	
  100 shares
  (certificate no. 2)

  	
   

  	
  Prestwick Pharmaceuticals, Inc.

  



 


INACTIVE
SUBSIDIARIES


 


	
  Entity

  	
   

  	
  Issued and Outstanding Shares

  	
   

  	
  Shareholder

  
	
  Biovail NTI Inc.

  	
   

  	
  1000 shares
  (certificate no. 1)

  	
   

  	
  Biovail
  Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Biovail U.K. Ltd.

  	
   

  	
  2 shares (non-certificated)

  	
   

  	
  Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fuisz Technologies Properties, Inc.

  	
   

  	
  1000 shares (non-certificated)

  	
   

  	
  Biovail Technologies Ltd.

  



 

















 


SCHEDULE 3.20


 


AFFILIATE
TRANSACTIONS


 


1.                                       Election notice dated September 5,
2008 by Lloyd Segal (in connection with Deferred Share Unit Plan for Canadian
Directors approved May 3, 2005 and amended March 14, 2007)


 


2.                                       Election notice dated August 15,
2008 by Serge Gouin (in connection with Deferred Share Unit Plan for Canadian
Directors approved May 3, 2005 and amended March 14, 2007)


 


3.                                       Election notice dated August 8,
2008 by David Laidley (in connection with Deferred Share Unit Plan for Canadian
Directors approved May 3, 2005 and amended March 14, 2007)


 


4.                                       Election notice dated August 14,
2008 by Spencer Lanthier (in connection with Deferred Share Unit Plan for
Canadian Directors approved May 3, 2005 and amended March 14, 2007)


 


5.                                       Election notice dated August 15,
2008 by Michael Van Every (in connection with Deferred Share Unit Plan for
Canadian Directors approved May 3, 2005 and amended March 14, 2007)


 


6.                                       Election notice dated July 26,
2008 by Mark Parrish (in connection with Deferred Share Unit Plan for US
Directors approved May 3, 2005 and amended March 14, 2007)


 


7.                                       Election notice dated July 25,
2008 by Laurence Paul (in connection with Deferred Share Unit Plan for US
Directors approved May 3, 2005 and amended March 14, 2007)


 


8.                                       Election notice dated July 13,
2008 by Robert Power (in connection with Deferred Share Unit Plan for US
Directors approved May 3, 2005 and amended March 14, 2007)


 


9.                                       Indemnity Agreement dated December 7,
2007 between Biovail Corporation and Lloyd Segal


 


10.                                 Indemnity Agreement dated August 8,
2008 between Biovail Corporation and Serge Gouin


 


11.                                 Indemnity Agreement dated May 26,
2008 between Biovail Corporation and David Laidley


 


12.                                 Indemnity Agreement dated August 8,
2008 between Biovail Corporation and Spencer Lanthier


 


13.                                 Indemnity Agreement dated April 19,
2005 between Biovail Corporation and Michael Van Every


 


14.                                 Indemnity Agreement dated August 8,
2008 between Biovail Corporation and Mark Parrish


 


15.                                 Indemnity Agreement dated April 22,
2005 between Biovail Corporation and Laurence Paul


 


16.                                 Indemnity Agreement dated August 8,
2008 between Biovail Corporation and Robert Power


 


17.                                 Indemnity Agreement dated June 28,
2005 between Biovail Corporation and William Wells


 


18.                                 Indemnity Agreement dated April 19,
2005 between Biovail Corporation and Douglas Squires


 


19.                                 Settlement Agreement dated May 25,
2009 between Eugene Melnyk & EM Holdings B.V. and Biovail Corporation


 

















 


SCHEDULE 3.27


 


INTELLECTUAL
PROPERTY


 


[see attached]


 















 


BIOVAIL MATERIAL PATENT PORTFOLIO


 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003 family relates to WELLBUTRIN XL in the US and
  Canada and WELLBUTRIN XR in ROW. With the exception of the US (P003-US-CNT)
  and Canada (P003-CA-PCT), the entire P003 family has been licensed to GSK.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-AE-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  United Arab Emirates

  	
   

  	
  08 Aug 2003

  	
   

  	
  650/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-AP-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  ARIPO

  	
   

  	
  08 Aug 2003

  	
   

  	
  AP/P/2005/003463

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP 1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-AU-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Australia

  	
   

  	
  08 Aug 2003

  	
   

  	
  2003264002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-BA-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Bosnia-Herzegovina

  	
   

  	
  08 Aug 2003

  	
   

  	
  BAP 062336A

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-BB-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Barbados

  	
   

  	
  08 Aug 2003

  	
   

  	
  2001/1186

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-BD-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Bangladesh

  	
   

  	
  09 Feb 2006

  	
   

  	
  21/2006

  	
   

  	
  24 Oct 2007

  	
   

  	
  1004635

  	
   

  	
  09 Feb 2022

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-BO-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Bolivia

  	
   

  	
  08 Nov 2005

  	
   

  	
  SP-250295

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Nov 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-BR-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Brazil

  	
   

  	
  08 Aug 2003

  	
   

  	
  PI0318456-0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-CA-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Canada

  	
   

  	
  08 Aug 2003

  	
   

  	
  2,524,300

  	
   

  	
  28 Oct 2008

  	
   

  	
  2,524,300

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-CL-REV

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Chile

  	
   

  	
  03 Oct 2005

  	
   

  	
  2581-2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  03 Oct 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-CN-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  China

  	
   

  	
  08 Aug 2003

  	
   

  	
  03826750.0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-CO-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Colombia

  	
   

  	
  08 Aug 2003

  	
   

  	
  05122667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-CR-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Costa Rica

  	
   

  	
  08 Aug 2003

  	
   

  	
  8056

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-DZ-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Algeria

  	
   

  	
  08 Aug 2003

  	
   

  	
  050516

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-EA-EAT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Eurasian Procedure

  	
   

  	
  08 Aug 2003

  	
   

  	
  200600206

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-EC-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Ecuador

  	
   

  	
  08 Aug 2003

  	
   

  	
  SP-05-6216

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-EG-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Egypt

  	
   

  	
  08 Jan 2003

  	
   

  	
  PCT/NA2006/00015

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Jan 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-EP-EPT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  08 Aug 2003

  	
   

  	
  03818223.4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-GE-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Georgia

  	
   

  	
  08 Aug 2003

  	
   

  	
  AP2003009205

  	
   

  	
  07 Nov 2006

  	
   

  	
  P4128

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-GH-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Ghana

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP 1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-GM-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Gambia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-GT-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Guatemala

  	
   

  	
  23 Nov 2005

  	
   

  	
  PI-2005-0342

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  23 Nov 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-GZ-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Gaza Strip

  	
   

  	
  07 Dec 2005

  	
   

  	
  79

  	
   

  	
  29 Apr 2007

  	
   

  	
  79

  	
   

  	
  07 Dec 2021

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-HK-FPR

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Hong Kong

  	
   

  	
  10 May 2006

  	
   

  	
  06103123.8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10 May 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-HR-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Croatia

  	
   

  	
  08 Aug 2003

  	
   

  	
  P20050625

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-ID-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Indonesia

  	
   

  	
  08 Aug 2003

  	
   

  	
  WO200600107

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-IL-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Israel

  	
   

  	
  08 Aug 2003

  	
   

  	
  171870

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-IN-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  India

  	
   

  	
  08 Aug 2003

  	
   

  	
  6091/DELNP/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-IQ-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Iraq

  	
   

  	
  19 Dec 2005

  	
   

  	
  201/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-IS-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Iceland

  	
   

  	
  08 Aug 2003

  	
   

  	
  7930

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-JM-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Jamaica

  	
   

  	
  03 Nov 2005

  	
   

  	
  18/1/4399

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-JP-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Japan

  	
   

  	
  08 Aug 2003

  	
   

  	
  2005-507893

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-KE-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Kenya

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-KP-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  North Korea / Demo. People’s Republic of Korea

  	
   

  	
  08 Aug 2003

  	
   

  	
  05-1665

  	
   

  	
  20 Mar 2007

  	
   

  	
  45061

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-KR-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  South Korea / Republic of Korea

  	
   

  	
  08 Aug 2003

  	
   

  	
  10-2006-7002659

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-KS-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Kosovo

  	
   

  	
  08 Aug 2003

  	
   

  	
  P-035

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-KW-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Kuwait

  	
   

  	
  20 Dec 2005

  	
   

  	
  152/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20 Dec 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-LK-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Sri Lanka

  	
   

  	
  08 Aug 2003

  	
   

  	
  13981

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-LS-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Lesotho

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-LY-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Libyan Arab Jamahiriya

  	
   

  	
  12 Mar 2006

  	
   

  	
  3360/2006

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12 Mar 2021

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-MA-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Morocco

  	
   

  	
  08 Aug 2003

  	
   

  	
  PV28772

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-ME-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Montenegro

  	
   

  	
  08 Aug 2003

  	
   

  	
  P-36/08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

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  P003-MG-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Madagascar

  	
   

  	
  08 Aug 2003

  	
   

  	
  2005/041

  	
   

  	
  29 Jun 2007

  	
   

  	
  00348

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-MO-FPR

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Macao

  	
   

  	
  08 Sep 2003

  	
   

  	
  J/000084(617)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-MW-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Malawi

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-MX-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Mexico

  	
   

  	
  08 Aug 2003

  	
   

  	
  PA/a/2005/012637

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-MY-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Malaysia

  	
   

  	
  12 Jan 2006

  	
   

  	
  PI 20060143

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12 Jan 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-MZ-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Mozambique

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-NI-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Nicaragua

  	
   

  	
  08 Aug 2003

  	
   

  	
  2005/0206

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-NO-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Norway

  	
   

  	
  08 Aug 2003

  	
   

  	
  20053245

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-NP-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Nepal

  	
   

  	
  06 Feb 2006

  	
   

  	
  5181

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-NZ-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  New Zealand

  	
   

  	
  08 Aug 2003

  	
   

  	
  544281

  	
   

  	
  13 Nov 2008

  	
   

  	
  544281

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-OA-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  A.I.P.O.

  	
   

  	
  08 Aug 2003

  	
   

  	
  1200600041

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-OM-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Oman

  	
   

  	
  08 Aug 2003

  	
   

  	
  PCT/US2003/024700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-PA-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Panama

  	
   

  	
  02 Dec 2005

  	
   

  	
  86544

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  02 Dec 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-PH-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Philippines

  	
   

  	
  08 Aug 2003

  	
   

  	
  1-2006-500290

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-PL-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Poland

  	
   

  	
  08 Aug 2003

  	
   

  	
  P-378539

  	
   

  	
  18 Jun 2007

  	
   

  	
  PAT-196544

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-QA-CN

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Qatar

  	
   

  	
   

  	
   

  	
  Cationary Notice

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-SA-NP

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Saudi Arabia

  	
   

  	
  17 Jan 2006

  	
   

  	
  06270142

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  17 Jan 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-SC-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Seychelles

  	
   

  	
  08 Aug 2003

  	
   

  	
  PCT2003/024700

  	
   

  	
  08 May 2008

  	
   

  	
  PCT2003/024700

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-SD-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Sudan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-SG-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Singapore

  	
   

  	
  08 Aug 2003

  	
   

  	
  200600214-1

  	
   

  	
  30 Jan 2009

  	
   

  	
  131136[WO2005016318]

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-SL-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Sierra Leone

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-SZ-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Swaziland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-TN-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Tunisia

  	
   

  	
  08 Aug 2003

  	
   

  	
  SN06.016

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-TT-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Trinidad And Tobago

  	
   

  	
  08 Aug 2003

  	
   

  	
  TT/A/2006/00014

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-TZ-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Tanzania (United Republic Of)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-UA-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Ukraine

  	
   

  	
  08 Aug 2003

  	
   

  	
  a200601245

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-UG-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Uganda

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-US-CNT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  United States Of America

  	
   

  	
  13 Jun 2006

  	
   

  	
  11/451,496

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023 + 302 days PTA as per 35 USC 154(b)

  	
   

  	
  To grant on May 26, 2009.

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-UZ-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Uzbekistan

  	
   

  	
  08 Aug 2003

  	
   

  	
  IAP 2006 0035

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-VN-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Vietnam

  	
   

  	
  08 Aug 2003

  	
   

  	
  1200501719

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-YU-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Serbia & Montenegro

  	
   

  	
  08 Aug 2003

  	
   

  	
  P-2006/0132

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  08 Aug 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-ZA-PCT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  South Africa

  	
   

  	
  08 Aug 2003

  	
   

  	
  2005/09051

  	
   

  	
  28 Mar 2007

  	
   

  	
  2005/09051

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-ZM-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Zambia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P003-ZW-AFT

  	
   

  	
  MODIFIED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  Zimbabwe

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2008

  	
   

  	
  AP1899

  	
   

  	
  08 Aug 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048 family relates to APLENZIN in the US. Only the
  P048-US-NP and related US applications/patents (CONs, DIVs, and CIPs) have
  been licensed to Sanofi-Aventis.

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-AR-NP

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Argentina

  	
   

  	
  19 Dec 2007

  	
   

  	
  P070105745

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  19 Dec 2027

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-AU-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Australia

  	
   

  	
  27 Jun 2006

  	
   

  	
  2006261788

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-CA-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Canada

  	
   

  	
  27 Jun 2006

  	
   

  	
  2,578,626

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-CA-PCT[2]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Canada

  	
   

  	
  27 Jun 2006

  	
   

  	
  not yet known

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-CN-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  China

  	
   

  	
  27 Jun 2006

  	
   

  	
  200680023265.7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-CO-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Colombia

  	
   

  	
  27 Jun 2006

  	
   

  	
  07136836

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-CR-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Costa Rica

  	
   

  	
  27 Jun 2006

  	
   

  	
  9609

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-EC-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Ecuador

  	
   

  	
  27 Jun 2006

  	
   

  	
  SP-07-7999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11 Dec 2027

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-EP-EPT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  27 Jun 2006

  	
   

  	
  06774022.5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-EP-EPT[2]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  26 Jun 2007

  	
   

  	
  07736118.6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  26 Jun 2027

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-IL-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Israel

  	
   

  	
  27 Jun 2006

  	
   

  	
  185760

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-IN-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  India

  	
   

  	
  27 Jun 2006

  	
   

  	
  8974/DELNP/2007

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-JP-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Japan

  	
   

  	
  27 Jun 2006

  	
   

  	
  2008-519460

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-KR-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  South Korea / Republic of Korea

  	
   

  	
  27 Jun 2006

  	
   

  	
  2007-7028784

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-MX-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Mexico

  	
   

  	
  27 Jun 2006

  	
   

  	
  MX/a/2007/015016

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-MY-NP

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Malaysia

  	
   

  	
  19 Sep 2007

  	
   

  	
  PI20071571

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  19 Sep 2027

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-NI-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Nicaragua

  	
   

  	
  27 Jun 2006

  	
   

  	
  2007/03221

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-NZ-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  New Zealand

  	
   

  	
  27 Jun 2006

  	
   

  	
  561375

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-RU-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Russian Federation

  	
   

  	
  27 Jun 2006

  	
   

  	
  2007147343

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-SG-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  Singapore

  	
   

  	
  27 Jun 2006

  	
   

  	
  200706599-8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CIP

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  07 Aug 2007

  	
   

  	
  11/834,848

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CIP[2]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  31 Oct 2007

  	
   

  	
  11/930,644

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31 Oct 2027

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  22 May 2007

  	
   

  	
  11/751,768

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Notice of Allowance Received March 24, 2009

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[10]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  21 Jun 2007

  	
   

  	
  11/766,239

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[11]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  21 Jun 2007

  	
   

  	
  11/766,251

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[12]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  06 Jul 2007

  	
   

  	
  11/774,109

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[2]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  22 May 2007

  	
   

  	
  11/751,785

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Notice of Allowance Received March 13, 2009

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[3]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  31 May 2007

  	
   

  	
  11/755,946

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Notice of Allowance Received Feb 25, 2009

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[4]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  07 Jun 2007

  	
   

  	
  11/759,413

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[5]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  13 Jun 2007

  	
   

  	
  11/762,368

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[6]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  13 Jun 2007

  	
   

  	
  11/762,343

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[7]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  14 Jun 2007

  	
   

  	
  11/762,820

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Notice of Allowance Received March 18, 2009

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[8]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  14 Jun 2007

  	
   

  	
  11/762,840

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Notice of Allowance Received May 12, 2009

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-CNT[9]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  21 Jun 2007

  	
   

  	
  11/766,213

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-NP

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  27 Jun 2006

  	
   

  	
  11/475,252

  	
   

  	
  10 Jul 2007

  	
   

  	
  7,241,805

  	
   

  	
  27 Jun 2025

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-US-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  27 Jun 2006

  	
   

  	
  11/993,723

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-WO-PCT[3]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  International Procedure

  	
   

  	
  06 Aug 2008

  	
   

  	
  PCT/EP2008/060361

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-WO-PCT[4]

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  International Procedure

  	
   

  	
  28 Oct 2008

  	
   

  	
  PCT/EP2008/064619

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P048-ZA-PCT

  	
   

  	
  BUPROPION HYDROBROMIDE AND MEDICAMENTS AND USES THEREOF

  	
   

  	
  South Africa

  	
   

  	
  27 Jun 2006

  	
   

  	
  2007/11123

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27 Jun 2026

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049 family relates to ULTRAM ER in the US and
  RALIVIA in Canada. Only P048-US-PCT, P048-US-CNT1 and P048-US-CIP have been
  licensed to OMI.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-AU-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  Australia

  	
   

  	
  21 Feb 2003

  	
   

  	
  2003211145

  	
   

  	
  01 Nov 2007

  	
   

  	
  2003211145

  	
   

  	
  21 Feb 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-CA-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  Canada

  	
   

  	
  21 Feb 2003

  	
   

  	
  2476201

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-EP-EPT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  21 Feb 2003

  	
   

  	
  03743147.5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-IN-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  India

  	
   

  	
  21 Feb 2003

  	
   

  	
  1187/KOLNP/2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-JP-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  Japan

  	
   

  	
  21 Feb 2003

  	
   

  	
  2003-570772

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
  Pending Registration of Assignment to Biovail
  Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-MX-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  Mexico

  	
   

  	
  21 Feb 2003

  	
   

  	
  PA/a/2004/008100

  	
   

  	
  20 Feb 2008

  	
   

  	
  254912

  	
   

  	
  21 Feb 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-NO-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  Norway

  	
   

  	
  21 Feb 2003

  	
   

  	
  20043913

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-NZ-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  New Zealand

  	
   

  	
  21 Feb 2003

  	
   

  	
  535456

  	
   

  	
  14 Dec 2006

  	
   

  	
  535456

  	
   

  	
  21 Feb 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-US-CIP1

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  United States Of America

  	
   

  	
  03 Sep 2004

  	
   

  	
  10/933479

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-US-CNT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  United States Of America

  	
   

  	
  30 Oct 2007

  	
   

  	
  11/928,908

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P049-US-PCT

  	
   

  	
  MODIFIED RELEASE FORMULATIONS OF AT LEAST ONE FORM OF TRAMADOL

  	
   

  	
  United States Of America

  	
   

  	
  11 Oct 2005

  	
   

  	
  10/517809

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11 Oct 2025

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050 family relates to our AQ drug delivery
  technology platform. P050-US-NP, P050-US-CNT and P050-US-CIP cover the 1000mg
  GLUMETZA product in the US and Canada. The US IP is licensed to Depomed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-AU-PCT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  Australia

  	
   

  	
  21 Feb 2003

  	
   

  	
  2003211146

  	
   

  	
  01 Nov 2007

  	
   

  	
  2003211146

  	
   

  	
  21 Feb 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-CA-PCT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  Canada

  	
   

  	
  21 Feb 2003

  	
   

  	
  2476496

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-EP-EPT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  21 Feb 2003

  	
   

  	
  03743148.3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-IN-PCT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  India

  	
   

  	
  21 Feb 2003

  	
   

  	
  1193/KOLNP/2004

  	
   

  	
  11 Jun 2008

  	
   

  	
  220994

  	
   

  	
  21 Feb 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-JP-PCT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  Japan

  	
   

  	
  21 Feb 2003

  	
   

  	
  2003-570835

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
  Pending Registration of Assignment to Biovail
  Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-MX-PCT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  Mexico

  	
   

  	
  21 Feb 2003

  	
   

  	
  PA/a/2004/008164

  	
   

  	
  15 Aug 2007

  	
   

  	
  248063

  	
   

  	
  21 Feb 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-NZ-PCT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  New Zealand

  	
   

  	
  21 Feb 2003

  	
   

  	
  535455

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-US-CIP

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  05 Dec 2008

  	
   

  	
  12/328,828

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-US-CNT

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  09 Jul 2008

  	
   

  	
  12/169,852

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P050-US-NP

  	
   

  	
  CONTROLLED RELEASE DOSAGE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  21 Feb 2003

  	
   

  	
  10/370109

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  21 Feb 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P051 covers CARDIZEM-LA, but NOT for approved indication

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P051-US-CNT

  	
   

  	
  CHRONOTHERAPEUTIC DILTIAZEM FORMULATIONS AND THE ADMINISTRATION
  THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  07 Dec 2007

  	
   

  	
  11/952,343

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  09 Sep 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P051-US-NP

  	
   

  	
  CHRONOTHERAPEUTIC DILTIAZEM FORMULATIONS AND THE ADMINISTRATION
  THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  09 Sep 2003

  	
   

  	
  10/657752

  	
   

  	
  25 Mar 2008

  	
   

  	
  7,348,028

  	
   

  	
  09 Sep 2023

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052 covers an alternative embodiment to GLUMETZA,
  which embodiment is NOT being commercialized nor are there any plans to
  commercialize thisP052 embodiment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-AU-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  Australia

  	
   

  	
  04 Dec 2002

  	
   

  	
  2002359582

  	
   

  	
  03 May 2007

  	
   

  	
  2002359582

  	
   

  	
  04 Dec 2022

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-CA-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  Canada

  	
   

  	
  04 Dec 2002

  	
   

  	
  2470747

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  04 Dec 2022

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-EP-EPT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  02 Dec 2002

  	
   

  	
  02794129.3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  02 Dec 2022

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-HU-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  Hungary

  	
   

  	
  04 Dec 2002

  	
   

  	
  P0500004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  04 Dec 2022

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-IN-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  India

  	
   

  	
  02 Dec 2002

  	
   

  	
  932/KOLNP/2004

  	
   

  	
  08 Dec 2008

  	
   

  	
  226125

  	
   

  	
  02 Dec 2022

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-MX-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  Mexico

  	
   

  	
  02 Dec 2002

  	
   

  	
  PA/a/2004/005667

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  02 Dec 2022

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-NO-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  Norway

  	
   

  	
  02 Dec 2002

  	
   

  	
  20042822

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  02 Dec 2022

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-NZ-PCT

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  New Zealand

  	
   

  	
  02 Dec 2002

  	
   

  	
  533857

  	
   

  	
  13 Sep 2007

  	
   

  	
  533857

  	
   

  	
  02 Dec 2022

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-US-CIP

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  United States Of America

  	
   

  	
  04 Dec 2002

  	
   

  	
  10/309193

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  04 Dec 2021

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P052-US-CIP1

  	
   

  	
  Extended Release Tablet of Metformin

  	
   

  	
  United States Of America

  	
   

  	
  04 Feb 2004

  	
   

  	
  10/771987

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  04 Dec 2021

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P055 is specific to Canada only and covers both
  TIAZAC and TIAZAC XC. TIAZAC has been genericized in Canada, TIAZAX XC has
  NOT been genericized yet nor has BLS 

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received an NOA for this product. FYI, TIAZAC XC =
  CARDIZEM LA. Biovail does not own or license the US counterpart of this
  Canadian patent for CARDIZEM LA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P055-CA-NP

  	
   

  	
  SUSTAINED-RELEASE MICROGRANULES CONTAINING DILTIAZEM AS THE ACTIVE
  PRINCIPLE

  	
   

  	
  Canada

  	
   

  	
  23 Dec 1996

  	
   

  	
  2242224

  	
   

  	
  13 Jan 2004

  	
   

  	
  2242224

  	
   

  	
  23 Dec 2016

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P062-CA-PCT covers both TIAZAC and TIAZAC XC in
  Canada.

  
	
   

  
	
  P062-US-CNT covers both TIAZAC and CARDIZEM LA in
  the US.

  
	
   

  
	
  P062-US-NP covers CARDIZEM LA only in the US.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P062-CA-PCT

  	
   

  	
  EXTENDED RELEASE FORM OF DILTIAZEM

  	
   

  	
  Canada

  	
   

  	
  25 Jun 1992

  	
   

  	
  2111085

  	
   

  	
  27 Apr 1999

  	
   

  	
  2111085

  	
   

  	
  25 Jun 2012

  	
   

  	
  Granted

  	
   

  	
  Galephar Puerto Rico Inc., Limited;Biovail Research Corporation

  	
   

  	
  Pending Registration of Assignment to Biovail
  Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P062-US-CNT

  	
   

  	
  EXTENDED RELEASE FORM OF DILTIAZEM

  	
   

  	
  United States Of America

  	
   

  	
  23 Sep 1994

  	
   

  	
  08/311722

  	
   

  	
  26 Jun 1996

  	
   

  	
  5529791

  	
   

  	
  26 Jun 2013

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P062-US-NP

  	
   

  	
  EXTENDED RELEASE FORM OF DILTIAZEM

  	
   

  	
  United States Of America

  	
   

  	
  26 Jun 1991

  	
   

  	
  07/721396

  	
   

  	
  22 Feb 1994

  	
   

  	
  5288505

  	
   

  	
  26 Jun 2011

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P063 covers WELLBUTRIN XL in the US only. Foreign
  counterparts do not exist.

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P063-US-CNT

  	
   

  	
  DELAYED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  United States Of America

  	
   

  	
  13 Dec 1999

  	
   

  	
  09/459459

  	
   

  	
  07 Nov 2000

  	
   

  	
  6143327

  	
   

  	
  30 Oct 2018

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P063-US-NP

  	
   

  	
  DELAYED RELEASE TABLET OF BUPROPION HYDROCHLORIDE

  	
   

  	
  United States Of America

  	
   

  	
  30 Oct 1998

  	
   

  	
  09/184091

  	
   

  	
  01 Aug 2000

  	
   

  	
  6096341

  	
   

  	
  30 Oct 2018

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P066 is specific to Canada only and does NOT cover
  any commericalized produc, but is material to WELLBUTRIN XL in Cnada as a
  defensive patent.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P066-CA-PCT

  	
   

  	
  PHARMACEUTICAL COMPOSITION CONTAINING BUPROPION HYDROCHLORIDE AND AN
  INORGANIC ACID STABILIZER

  	
   

  	
  Canada

  	
   

  	
  23 Dec 1998

  	
   

  	
  2316985

  	
   

  	
  12 Jun 2007

  	
   

  	
  2316985

  	
   

  	
  23 Dec 2018

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P068 is specific to Canada only and does NOT cover
  any commericalized produc, but is material to WELLBUTRIN XL in Canada as a
  defensive patent.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P068-CA-PCT

  	
   

  	
  BUPROPION HYDROCHLORIDE/ORGANIC ACID STABILIZER

  	
   

  	
  Canada

  	
   

  	
  23 Dec 1998

  	
   

  	
  2316981

  	
   

  	
  07 Aug 2007

  	
   

  	
  2,316,981

  	
   

  	
  23 Dec 2018

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P070 family MAY be relevant to our undisclosed
  BVF-045 product.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P070-CA-NP

  	
   

  	
  MODIFIED RELEASE SSRI FORMULATIONS

  	
   

  	
  Canada

  	
   

  	
  24 Dec 2002

  	
   

  	
  2415154

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  24 Dec 2022

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P070-EP-EPT

  	
   

  	
  MODIFIED RELEASE SSRI FORMULATIONS

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  19 Dec 2003

  	
   

  	
  03788728.8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  19 Dec 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P070-US-PCT

  	
   

  	
  MODIFIED RELEASE SSRI FORMULATIONS

  	
   

  	
  United States Of America

  	
   

  	
  19 Dec 2003

  	
   

  	
  10/556,492

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  19 Dec 2023

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P098 family covers CARDIZEM CD in the US.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P098-US-CNT

  	
   

  	
  DILTIAZEM FORMULATION

  	
   

  	
  United States Of America

  	
   

  	
  06 May 1993

  	
   

  	
  08/058,534

  	
   

  	
  15 Feb 1994

  	
   

  	
  5,286,497

  	
   

  	
  20 May 2011

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P098-US-CNT[2]

  	
   

  	
  DILTIAZEM FORMULATION

  	
   

  	
  United States Of America

  	
   

  	
  27 Feb 1995

  	
   

  	
  08/394,573

  	
   

  	
  28 Nov 1995

  	
   

  	
  5,470,584

  	
   

  	
  28 Nov 2012

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P098-US-CNT1

  	
   

  	
  DILTIAZEM FORMULATION

  	
   

  	
  United States Of America

  	
   

  	
  08 Dec 1993

  	
   

  	
  08/164,062

  	
   

  	
  08 Aug 1995

  	
   

  	
  5,439,689

  	
   

  	
  08 Aug 2012

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P100 family covers CARDIZEM LA for the allowed indication.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P100-CA-DIV

  	
   

  	
  CHRONOTHERAPEUTIC FORMULATIONS OF DILTIAZEM AND THE
  ADMINISTRATION THEREOF

  	
   

  	
  Canada

  	
   

  	
  22 Nov 2006

  	
   

  	
  2,566,590

  	
   

  	
  15 Apr 2008

  	
   

  	
  2,566,590

  	
   

  	
  04 May 2020

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P100-CA-NP1

  	
   

  	
  CHRONOTHERAPEUTIC FORMULATIONS OF DILTIAZEM AND THE ADMINISTRATION
  THEREOF

  	
   

  	
  Canada

  	
   

  	
  04 May 2000

  	
   

  	
  2,307,547

  	
   

  	
  14 Aug 2007

  	
   

  	
  2,307,547

  	
   

  	
  04 May 2020

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P100-EP-EPT

  	
   

  	
  CHRONOTHERAPEUTIC FORMULATIONS OF DILTIAZEM AND THE ADMINISTRATION
  THEREOF

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  23 May 2000

  	
   

  	
  00930909.7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  23 May 2020

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P100-JP-PCT

  	
   

  	
  CHRONOTHERAPEUTIC FORMULATIONS OF DILTIAZEM AND THE ADMINISTRATION
  THEREOF

  	
   

  	
  Japan

  	
   

  	
  23 May 2000

  	
   

  	
  PCT/CA00/00593

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  23 May 2020

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P100-US-NP1

  	
   

  	
  CHRONOTHERAPEUTIC FORMULATIONS OF DILTIAZEM AND THE ADMINISTRATION
  THEREOF

  	
   

  	
  United States Of America

  	
   

  	
  08 May 2000

  	
   

  	
  09/567,451

  	
   

  	
  19 Sep 2006

  	
   

  	
  7,108,866

  	
   

  	
  08 May 2020

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P112 covers an alternative embodiment for GLUMETZA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P112-US-NP

  	
   

  	
  EXTENDED RELEASE METFORMIN HYDROCHLORIDE FORMULATIONS

  	
   

  	
  United States Of America

  	
   

  	
  01 May 2001

  	
   

  	
  09/845,496

  	
   

  	
  13 Jan 2004

  	
   

  	
  6,676,966

  	
   

  	
  09 May 2020

  	
   

  	
  Granted

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P144 covers BVF045

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P144-US-NP

  	
   

  	
  PHARMACEUTICAL COMPOSITIONS

  	
   

  	
  United States Of America

  	
   

  	
  28 Jan 2009

  	
   

  	
  12/360,673

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  28 Jan 2029

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
  .

  



 















 


	
  Biovail

  Case

  Reference

  	
   

  	
  Title

  	
   

  	
  Country 

  /Region

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant Number

  	
   

  	
  Expiration

  Date

  	
   

  	
  Current

  Status

  	
   

  	
  Registered

  Owners

  	
   

  	
  Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P144-WO-PCT

  	
   

  	
  PHARMACEUTICAL COMPOSITIONS

  	
   

  	
  International Procedure

  	
   

  	
  28 Jan 2009

  	
   

  	
  PCT/EP2009/050924

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P145 covers WELLBUTRIN SR and WELLBUTRIN XL in
  Canada.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P145-CA-PCT

  	
   

  	
  SUSTAINED RELEASE TABLETS CONTAINING BUPROPION

  	
   

  	
  Canada

  	
   

  	
  13 Aug 1993

  	
   

  	
  2142320

  	
   

  	
  09 Oct 2001

  	
   

  	
  2142320

  	
   

  	
  13 Aug 2013

  	
   

  	
  Granted

  	
   

  	
  THE WELLCOME FOUNDATION LIMITED

  	
   

  	
   

  Pending Registration of Assignment to Biovail
  Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P146 covers WELLBUTRIN SR and WELLBUTRIN XL in
  Canada.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P146-CA-PCT

  	
   

  	
  STABILIZED PHARMACEUTICAL COMPOSITION CONTAINING BUPROPION

  	
   

  	
  Canada

  	
   

  	
  29 Jul 1994

  	
   

  	
  2168364

  	
   

  	
  18 Sep 2001

  	
   

  	
  2168364

  	
   

  	
  29 Jul 2014

  	
   

  	
  Granted

  	
   

  	
  THE WELLCOME FOUNDATION LIMITED

  	
   

  	
   

  Pending Registration of Assignment to Biovail
  Laboratories International SRL

  



 















 


BIOVAIL TRADEMARK PORTFOLIO


 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T005-US-NF

  	
   

  	
  A (A Tablet design - Apex down)

  	
   

  	
  United States Of America

  	
   

  	
  31 May 1983

  	
   

  	
  73428249

  	
   

  	
  26 Jun 1984

  	
   

  	
  1283003

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T006-US-NF

  	
   

  	
  A (A Tablet design - Apex Up)

  	
   

  	
  United States Of America

  	
   

  	
  24 Dec 1981

  	
   

  	
  73343230

  	
   

  	
  18 Oct 1983

  	
   

  	
  1254277

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T094-CA-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Canada

  	
   

  	
  24 Oct 2007

  	
   

  	
  1,369,029

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-AR-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Argentina

  	
   

  	
  28 Jan 2009

  	
   

  	
  2890864

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-AU-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Australia

  	
   

  	
  27 Nov 2008

  	
   

  	
  1274549

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-BB-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Barbados

  	
   

  	
  31 Jul 2008

  	
   

  	
  81/24871

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-CN-NF

  	
   

  	
  APLENZIN

  	
   

  	
  China

  	
   

  	
  08 Dec 2008

  	
   

  	
  7100795

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-CO-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Colombia

  	
   

  	
  09 Dec 2008

  	
   

  	
  08-130235

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-CR-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Costa Rica

  	
   

  	
  15 Jan 2009

  	
   

  	
  2009-000281

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-EC-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Ecuador

  	
   

  	
  01 Dec 2008

  	
   

  	
  207982

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-EU-CTM

  	
   

  	
  APLENZIN

  	
   

  	
  European Union

  	
   

  	
  01 Dec 2008

  	
   

  	
  7462799

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-IL-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Israel

  	
   

  	
  30 Nov 2008

  	
   

  	
  216969

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-IN-NF

  	
   

  	
  APLENZIN

  	
   

  	
  India

  	
   

  	
  15 Jan 2009

  	
   

  	
  1774270

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-JP-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Japan

  	
   

  	
  02 Dec 2008

  	
   

  	
  2008-097001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-KR-NF

  	
   

  	
  APLENZIN

  	
   

  	
  South Korea / Republic of Korea

  	
   

  	
  29 Jan 2009

  	
   

  	
  40-2009-0003901

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-MX-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Mexico

  	
   

  	
  20 Jan 2009

  	
   

  	
  984765

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-MY-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Malaysia

  	
   

  	
  16 Dec 2008

  	
   

  	
  2008/24684

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-NI-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Nicaragua

  	
   

  	
  09 Dec 2008

  	
   

  	
  2008/04292

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T101-NZ-NF

  	
   

  	
  APLENZIN

  	
   

  	
  New Zealand

  	
   

  	
  27 Nov 2008

  	
   

  	
  799614

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-RU-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Russian Federation

  	
   

  	
  13 Jan 2009

  	
   

  	
  2009700282

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-SG-NF

  	
   

  	
  APLENZIN

  	
   

  	
  Singapore

  	
   

  	
  10 Dec 2008

  	
   

  	
  T0817142I

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T101-ZA-NF

  	
   

  	
  APLENZIN

  	
   

  	
  South Africa

  	
   

  	
  03 Dec 2008

  	
   

  	
  2008/28353

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T009-CA-NF

  	
   

  	
  ASOLZA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318519

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T009-US-NF

  	
   

  	
  ASOLZA

  	
   

  	
  United States Of America

  	
   

  	
  31 Mar 2006

  	
   

  	
  78851378

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T008-US-NF

  	
   

  	
  ATIVAN

  	
   

  	
  United States Of America

  	
   

  	
  12 Jan 1968

  	
   

  	
  72288666

  	
   

  	
  19 Aug 1969

  	
   

  	
  875020

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T055-CA-NF

  	
   

  	
  ATTENADE

  	
   

  	
  Canada

  	
   

  	
  09 Jul 2003

  	
   

  	
  1183835

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T004-EU-CTM

  	
   

  	
  BIOVAIL

  	
   

  	
  European Union

  	
   

  	
  11 Jan 2005

  	
   

  	
  4,238,515

  	
   

  	
  04 May 2007

  	
   

  	
  4,238,515

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T010-US-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  United States Of America

  	
   

  	
  03 Feb 1994

  	
   

  	
  74486021

  	
   

  	
  07 Nov 1995

  	
   

  	
  1934059

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T060-CA-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  Canada

  	
   

  	
  15 Jun 1992

  	
   

  	
  0707106

  	
   

  	
  02 Sep 1994

  	
   

  	
  432688

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T076-HK-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  Hong Kong

  	
   

  	
  14 May 2007

  	
   

  	
  300870462

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T079-TW-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  Taiwan

  	
   

  	
  15 Jun 2007

  	
   

  	
  096028733

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T081-CN-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114267

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T089-AU-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  Australia

  	
   

  	
  19 Jul 2007

  	
   

  	
  1187911

  	
   

  	
  13 Oct 2008

  	
   

  	
  1187911

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T091-NZ-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  New Zealand

  	
   

  	
  19 Jul 2007

  	
   

  	
  772422

  	
   

  	
  19 Jul 2007

  	
   

  	
  772422

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T097-CN-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  China

  	
   

  	
  14 Jan 2008

  	
   

  	
  6508227

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T082-CN-NF

  	
   

  	
  BIOVAIL

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114266

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T011-EU-CTM

  	
   

  	
  BIOVAIL & SWOOSH DESIGN

  	
   

  	
  European Union

  	
   

  	
  30 Oct 2003

  	
   

  	
  3,518,404

  	
   

  	
  21 Jun 2005

  	
   

  	
  3,518,404

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T011-US-NF

  	
   

  	
  BIOVAIL & SWOOSH DESIGN

  	
   

  	
  United States Of America

  	
   

  	
  05 May 2003

  	
   

  	
  76513954

  	
   

  	
  28 Sep 2004

  	
   

  	
  2888510

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T062-CA-NF

  	
   

  	
  BIOVAIL & SWOOSH DESIGN

  	
   

  	
  Canada

  	
   

  	
  07 Nov 2003

  	
   

  	
  1195529

  	
   

  	
  03 May 2005

  	
   

  	
  638951

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T058-CA-NF

  	
   

  	
  BIOVAIL (Design)

  	
   

  	
  Canada

  	
   

  	
  15 Jun 1992

  	
   

  	
  0707104

  	
   

  	
  02 Sep 1994

  	
   

  	
  432687

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T063-CA-NF

  	
   

  	
  BIOVAIL (Word Mark)

  	
   

  	
  Canada

  	
   

  	
  07 Feb 2006

  	
   

  	
  1289048

  	
   

  	
  23 Apr 2007

  	
   

  	
  686430

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T059-CA-NF

  	
   

  	
  BIOVAIL CORPORATION INTERNATIONAL

  	
   

  	
  Canada

  	
   

  	
  15 Jun 1992

  	
   

  	
  0707105

  	
   

  	
  26 Aug 1994

  	
   

  	
  432238

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T012-US-NF

  	
   

  	
  BPI

  	
   

  	
  United States Of America

  	
   

  	
  13 Jun 2003

  	
   

  	
  78262407

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T013-US-NF

  	
   

  	
  BPI

  	
   

  	
  United States Of America

  	
   

  	
  13 Jun 2003

  	
   

  	
  78976515

  	
   

  	
  27 Dec 2005

  	
   

  	
  3036881

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T014-US-NF

  	
   

  	
  BVF

  	
   

  	
  United States Of America

  	
   

  	
  21 May 2003

  	
   

  	
  78252577

  	
   

  	
  12 Jul 2005

  	
   

  	
  2966250

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T072-US-NF

  	
   

  	
  CARDISENSE

  	
   

  	
  United States Of America

  	
   

  	
  16 May 2007

  	
   

  	
  77/182237

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T083-CN-NF

  	
   

  	
  CARDISENSE

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114269

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T084-CN-NF

  	
   

  	
  CARDISENSE

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114270

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T085-CN-NF

  	
   

  	
  CARDISENSE

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114271

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T073-BB-NF

  	
   

  	
  CARDISENSE (16)

  	
   

  	
  Barbados

  	
   

  	
  10 Apr 2007

  	
   

  	
  81/22924

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T074-BB-NF

  	
   

  	
  CARDISENSE (41)

  	
   

  	
  Barbados

  	
   

  	
  10 Apr 2007

  	
   

  	
  81/22925

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T072-BB-NF

  	
   

  	
  CARDISENSE (9)

  	
   

  	
  Barbados

  	
   

  	
  10 Apr 2007

  	
   

  	
  81/22923

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T072-CA-NF

  	
   

  	
  CARDISENSE (9)

  	
   

  	
  Canada

  	
   

  	
  17 May 2007

  	
   

  	
  1,347,905

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T073-HK-NF

  	
   

  	
  CARDISENSE (English)

  	
   

  	
  Hong Kong

  	
   

  	
  15 Jun 2007

  	
   

  	
  300893511

  	
   

  	
  15 Jun 2007

  	
   

  	
  300893511

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T015-CA-NF

  	
   

  	
  CARDIZEM

  	
   

  	
  Canada

  	
   

  	
  16 Nov 1981

  	
   

  	
  0478379

  	
   

  	
  13 May 1983

  	
   

  	
  TMA279505

  	
   

  	
  Registration

  	
   

  	
  sanofi-aventis U.S. LLC

  	
   

  	
  Pending Registration of Assignment to BLS

  
	
  T015-US-NF

  	
   

  	
  CARDIZEM

  	
   

  	
  United States Of America

  	
   

  	
  22 Jan 1981

  	
   

  	
  73293970

  	
   

  	
  26 Jul 1983

  	
   

  	
  1246194

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T016-US-NF

  	
   

  	
  CARDIZEM

  	
   

  	
  United States Of America

  	
   

  	
  04 Dec 1986

  	
   

  	
  73633651

  	
   

  	
  30 Jun 1987

  	
   

  	
  1444842

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T086-CN-NF

  	
   

  	
  CARDIZEM

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114268

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T077-HK-NF

  	
   

  	
  CARDIZEM (Chinese characters)

  	
   

  	
  Hong Kong

  	
   

  	
  15 Jun 2007

  	
   

  	
  300893520

  	
   

  	
  15 Jun 2007

  	
   

  	
  300893520

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T078-HK-NF

  	
   

  	
  CARDIZEM (Chinese characters)

  	
   

  	
  Hong Kong

  	
   

  	
  15 Jun 2007

  	
   

  	
  300893520

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T087-CN-NF

  	
   

  	
  CARDIZEM (Chinese Characters)

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114272

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T077-HK-NF[2]

  	
   

  	
  CARDIZEM (English)

  	
   

  	
  Hong Kong

  	
   

  	
  13 Jun 2007

  	
   

  	
  300891469

  	
   

  	
  13 Jun 2007

  	
   

  	
  300891469

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T099-EU-CTM

  	
   

  	
  CEFORM

  	
   

  	
  European Union

  	
   

  	
  30 Jul 1998

  	
   

  	
  000892398

  	
   

  	
  20 Jan 2001

  	
   

  	
  000892398

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T065-CA-NF

  	
   

  	
  CRYSTAAL CORPORATION & DESIGN

  	
   

  	
  Canada

  	
   

  	
  23 May 1997

  	
   

  	
  0845838

  	
   

  	
  28 Sep 2000

  	
   

  	
  533783

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T064-EU-CTM

  	
   

  	
  CRYSTAAL PHARMACEUTICALS

  	
   

  	
  European Union

  	
   

  	
  23 Mar 2006

  	
   

  	
  4975819

  	
   

  	
  14 May 2007

  	
   

  	
  4975819

  	
   

  	
  Registration

  	
   

  	
  Biovail Corporation

  	
   

  	
   

  
	
  T056-CA-NF

  	
   

  	
  DiTECH

  	
   

  	
  Canada

  	
   

  	
  29 Dec 2004

  	
   

  	
  1242140

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T102-EU-CTM

  	
   

  	
  EAZY

  	
   

  	
  European Union

  	
   

  	
  16 Oct 1998

  	
   

  	
  000957548

  	
   

  	
  17 Oct 2000

  	
   

  	
  000957548

  	
   

  	
  Registration

  	
   

  	
  Fuisz Technologies Ltd.

  	
   

  	
   

  
	
  T019-AT-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Austria

  	
   

  	
  05 Sep 1994

  	
   

  	
  AM4460/94

  	
   

  	
  07 Jun 1995

  	
   

  	
  158046

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-AU-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Australia

  	
   

  	
  29 Aug 1994

  	
   

  	
  639069

  	
   

  	
  29 Aug 1994

  	
   

  	
  639069

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-BX-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Benelux

  	
   

  	
  29 Aug 1994

  	
   

  	
  832,881

  	
   

  	
  31 Aug 2004

  	
   

  	
  559011

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-CA-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Canada

  	
   

  	
  01 Sep 1994

  	
   

  	
  763119

  	
   

  	
  24 May 1996

  	
   

  	
  457855

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-CH-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Switzerland

  	
   

  	
  02 Sep 1994

  	
   

  	
  5988/1994.4

  	
   

  	
  05 Jun 1996

  	
   

  	
  423.579

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-DK-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Denmark

  	
   

  	
  31 Aug 1994

  	
   

  	
  VA 06.044/94

  	
   

  	
  04 Nov 1994

  	
   

  	
  VR 07.515 1994

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-ES-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Spain

  	
   

  	
  06 Sep 1994

  	
   

  	
  1920089

  	
   

  	
  05 Apr 1995

  	
   

  	
  1920089

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-EU-CTM

  	
   

  	
  FLASHDOSE

  	
   

  	
  European Union

  	
   

  	
  22 Jun 2005

  	
   

  	
  004512364

  	
   

  	
  07 Aug 2006

  	
   

  	
  004512364

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T019-FI-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Finland

  	
   

  	
  02 Sep 1994

  	
   

  	
  4395/94

  	
   

  	
  06 Nov 1995

  	
   

  	
  140650

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-FR-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  France

  	
   

  	
  07 Sep 1994

  	
   

  	
  94/535213

  	
   

  	
  10 Jan 1995

  	
   

  	
  94/535213

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-GB-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  United Kingdom

  	
   

  	
  31 Aug 1994

  	
   

  	
  1583283

  	
   

  	
  08 Mar 1994

  	
   

  	
  B1583283

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-HU-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Hungary

  	
   

  	
  30 Aug 1994

  	
   

  	
  M9403209

  	
   

  	
  30 Aug 1994

  	
   

  	
  143976

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-IE-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Ireland

  	
   

  	
  30 Aug 1994

  	
   

  	
  5459/94

  	
   

  	
  08 Mar 1994

  	
   

  	
  164335

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-IL-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Israel

  	
   

  	
  29 Aug 1994

  	
   

  	
  94414

  	
   

  	
  01 Apr 1996

  	
   

  	
  94414

  	
   

  	
  Registration

  	
   

  	
  Fuisz Technologies Ltd.

  	
   

  	
   

  
	
  T019-IT-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Italy

  	
   

  	
  09 Sep 1994

  	
   

  	
  94C008064

  	
   

  	
  24 Dec 1996

  	
   

  	
  00698703

  	
   

  	
  Registration

  	
   

  	
  Fuisz Technologies Ltd.

  	
   

  	
   

  
	
  T019-JP-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Japan

  	
   

  	
  08 Sep 1994

  	
   

  	
  6-091584

  	
   

  	
  13 Mar 1997

  	
   

  	
  08/128428

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T019-NO-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Norway

  	
   

  	
  01 Sep 1994

  	
   

  	
  94.4857

  	
   

  	
  27 Jun 1996

  	
   

  	
  174604

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-PL-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Poland

  	
   

  	
  30 Aug 1994

  	
   

  	
  Z137503

  	
   

  	
  19 May 2000

  	
   

  	
  120909

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-PT-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Portugal

  	
   

  	
  31 Oct 1994

  	
   

  	
  50096

  	
   

  	
  01 Sep 1995

  	
   

  	
  303113

  	
   

  	
  Registration

  	
   

  	
  Fuisz Technologies Ltd.

  	
   

  	
   

  
	
  T019-SE-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Sweden

  	
   

  	
  06 Sep 1994

  	
   

  	
  94-08948

  	
   

  	
  02 Jun 1995

  	
   

  	
  302,578

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-TW-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Taiwan

  	
   

  	
  01 Sep 1994

  	
   

  	
  83-56299

  	
   

  	
  01 Nov 1995

  	
   

  	
  694584

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T019-US-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  United States Of America

  	
   

  	
  08 Mar 1994

  	
   

  	
  74498162

  	
   

  	
  25 Mar 1997

  	
   

  	
  2048066

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories Inc.

  	
   

  	
   

  
	
  T020-US-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  United States Of America

  	
   

  	
  07 Jan 2005

  	
   

  	
  78543928

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T054-BB-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Barbados

  	
   

  	
  24 Oct 2006

  	
   

  	
  81/22348

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T066-CA-NF

  	
   

  	
  FLASHDOSE

  	
   

  	
  Canada

  	
   

  	
  01 Sep 1994

  	
   

  	
  763119

  	
   

  	
  24 May 1996

  	
   

  	
  457855

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T021-CA-NF

  	
   

  	
  GLUMETZA

  	
   

  	
  Canada

  	
   

  	
  16 Apr 2004

  	
   

  	
  1213583

  	
   

  	
  25 Sep 2006

  	
   

  	
  673214

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T021-US-NF

  	
   

  	
  GLUMETZA

  	
   

  	
  United States Of America

  	
   

  	
  12 Dec 2003

  	
   

  	
  78340355

  	
   

  	
  08 Jan 2008

  	
   

  	
  3,366,577

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T022-US-NF

  	
   

  	
  HEALTHBURST

  	
   

  	
  United States Of America

  	
   

  	
  20 Jun 2003

  	
   

  	
  78265254

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T023-US-NF

  	
   

  	
  INSTATAB

  	
   

  	
  United States Of America

  	
   

  	
  17 Jul 2006

  	
   

  	
  78931095

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T049-BB-NF

  	
   

  	
  INSTATAB

  	
   

  	
  Barbados

  	
   

  	
  15 Aug 2006

  	
   

  	
  81/22115

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T026-PR-NF

  	
   

  	
  ISORDIL

  	
   

  	
  Porto Rico

  	
   

  	
  13 Mar 1962

  	
   

  	
  12102

  	
   

  	
  13 Mar 1962

  	
   

  	
  12102

  	
   

  	
  Registration

  	
   

  	
  AMERICAN HOME PRODUCTS (WYETH)

  	
   

  	
  Licensed to BLS

  
	
  T026-US-NF

  	
   

  	
  ISORDIL

  	
   

  	
  United States Of America

  	
   

  	
  23 Sep 1959

  	
   

  	
  72081865

  	
   

  	
  03 May 1960

  	
   

  	
  0697014

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T024-CA-NF

  	
   

  	
  JOVOLA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318521

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T024-US-NF

  	
   

  	
  JOVOLA

  	
   

  	
  United States Of America

  	
   

  	
  17 Apr 2006

  	
   

  	
  78862891

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T027-CA-NF

  	
   

  	
  JUBLIA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318522

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T027-US-NF

  	
   

  	
  JUBLIA

  	
   

  	
  United States Of America

  	
   

  	
  17 Apr 2006

  	
   

  	
  78862951

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T028-CA-NF

  	
   

  	
  MIVURA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318515

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T028-US-NF

  	
   

  	
  MIVURA

  	
   

  	
  United States Of America

  	
   

  	
  21 Mar 2006

  	
   

  	
  78851363

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T029-CA-NF

  	
   

  	
  ONELZA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318518

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T029-US-NF

  	
   

  	
  ONELZA

  	
   

  	
  United States Of America

  	
   

  	
  31 Mar 2006

  	
   

  	
  78851346

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T031-BB-NF

  	
   

  	
  ONEXTEN

  	
   

  	
  Barbados

  	
   

  	
  10 Sep 2008

  	
   

  	
  81/25090

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T031-US-NF[2]

  	
   

  	
  ONEXTEN

  	
   

  	
  United States Of America

  	
   

  	
  24 Oct 2008

  	
   

  	
  77599980

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T032-US-NF

  	
   

  	
  ORAMELT

  	
   

  	
  United States Of America

  	
   

  	
  08 Aug 2002

  	
   

  	
  76439672

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T051-BB-NF

  	
   

  	
  ORAMELT

  	
   

  	
  Barbados

  	
   

  	
  28 Aug 2006

  	
   

  	
  81/22151

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T100-US-NF

  	
   

  	
  ORAMELT

  	
   

  	
  United States Of America

  	
   

  	
  11 Aug 2008

  	
   

  	
  77/543,711

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T030-CA-NF

  	
   

  	
  PALVATA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318525

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T030-US-NF

  	
   

  	
  PALVATA

  	
   

  	
  United States Of America

  	
   

  	
  17 Apr 2006

  	
   

  	
  78862931

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T103-CA-NF

  	
   

  	
  PRESTWICK PHARMACEUTICALS (with design)

  	
   

  	
  Canada

  	
   

  	
  15 Apr 2005

  	
   

  	
  1254921

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  PRESTWICK PHARMACEUTICALS, INC

  	
   

  	
   

  
	
  T103-EU-CTM

  	
   

  	
  PRESTWICK PHARMACEUTICALS (with design)

  	
   

  	
  European Union

  	
   

  	
  15 Apr 2005

  	
   

  	
  004390738

  	
   

  	
  16 Mar 2006

  	
   

  	
  004390738

  	
   

  	
  Registration

  	
   

  	
  PRESTWICK PHARMACEUTICALS, INC

  	
   

  	
   

  
	
  T103-US-NF

  	
   

  	
  PRESTWICK PHARMACEUTICALS (with design)

  	
   

  	
  United States Of America

  	
   

  	
  15 Oct 2004

  	
   

  	
  78/500,310

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  PRESTWICK PHARMACEUTICALS, INC

  	
   

  	
   

  
	
  T103-US-NF[2]

  	
   

  	
  PRESTWICK PHARMACEUTICALS (with design)

  	
   

  	
  United States Of America

  	
   

  	
  30 Mar 2009

  	
   

  	
  77701890

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  PRESTWICK PHARMACEUTICALS, INC

  	
   

  	
   

  
	
  T053-BB-NF

  	
   

  	
  RALIVIA

  	
   

  	
  Barbados

  	
   

  	
  30 Aug 2006

  	
   

  	
  81/22157

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T053-CA-NF

  	
   

  	
  RALIVIA

  	
   

  	
  Canada

  	
   

  	
  12 Sep 2006

  	
   

  	
  1316182

  	
   

  	
  04 Dec 2008

  	
   

  	
  730180

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T096-BB-NF

  	
   

  	
  SHEARFORM

  	
   

  	
  Barbados

  	
   

  	
  05 Feb 2008

  	
   

  	
  81/24155

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T096-CA-NF

  	
   

  	
  SHEARFORM

  	
   

  	
  Canada

  	
   

  	
  29 Jul 2008

  	
   

  	
  1405335

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T096-US-NF

  	
   

  	
  SHEARFORM

  	
   

  	
  United States Of America

  	
   

  	
  06 Feb 2008

  	
   

  	
  77/390719

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T035-US-NF

  	
   

  	
  SMARTCOAT

  	
   

  	
  United States Of America

  	
   

  	
  08 Sep 2003

  	
   

  	
  78297563

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T050-BB-NF

  	
   

  	
  SMARTCOAT

  	
   

  	
  Barbados

  	
   

  	
  28 Aug 2006

  	
   

  	
  81/22150

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T025-CA-NF

  	
   

  	
  SOLBRI

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318526

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T025-US-NF

  	
   

  	
  SOLBRI

  	
   

  	
  United States Of America

  	
   

  	
  17 Apr 2006

  	
   

  	
  78862981

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T037-CA-NF

  	
   

  	
  TESIVEE

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318513

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T037-US-NF

  	
   

  	
  TESIVEE

  	
   

  	
  United States Of America

  	
   

  	
  31 Mar 2006

  	
   

  	
  78851273

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T038-US-NF

  	
   

  	
  TIAZAC

  	
   

  	
  United States Of America

  	
   

  	
  05 Nov 1993

  	
   

  	
  74454789

  	
   

  	
  23 Jul 1996

  	
   

  	
  1988853

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T061-CA-NF

  	
   

  	
  TIAZAC

  	
   

  	
  Canada

  	
   

  	
  17 May 1995

  	
   

  	
  0783048

  	
   

  	
  25 Nov 1997

  	
   

  	
  486200

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T075-HK-NF

  	
   

  	
  TIAZAC

  	
   

  	
  Hong Kong

  	
   

  	
  23 May 2007

  	
   

  	
  300875700

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T088-CN-NF

  	
   

  	
  TIAZAC

  	
   

  	
  China

  	
   

  	
  18 Jun 2007

  	
   

  	
  6114273

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T092-CO-NF

  	
   

  	
  TIAZAC

  	
   

  	
  Colombia

  	
   

  	
  04 Oct 2007

  	
   

  	
  07-104259

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T095-TW-NF

  	
   

  	
  TIAZAC

  	
   

  	
  Taiwan

  	
   

  	
  31 May 2007

  	
   

  	
  096025872

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T098-US-NF

  	
   

  	
  TITRADOSE

  	
   

  	
  United States Of America

  	
   

  	
  13 Feb 2008

  	
   

  	
  77396172

  	
   

  	
  31 Mar 2009

  	
   

  	
  3597399

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T039-US-NF

  	
   

  	
  TOVALT

  	
   

  	
  United States Of America

  	
   

  	
  04 Apr 2003

  	
   

  	
  76504006

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T052-BB-NF

  	
   

  	
  TOVALT

  	
   

  	
  Barbados

  	
   

  	
  30 Aug 2006

  	
   

  	
  81/22158

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T067-CA-NF

  	
   

  	
  TOVALT

  	
   

  	
  Canada

  	
   

  	
  12 Sep 2006

  	
   

  	
  1316184

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T090-US-NF

  	
   

  	
  TOVALT

  	
   

  	
  United States Of America

  	
   

  	
  14 Aug 2007

  	
   

  	
  77254549

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T040-US-NF

  	
   

  	
  UPZIMIA

  	
   

  	
  United States Of America

  	
   

  	
  04 Apr 2003

  	
   

  	
  76504005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T093-BB-NF

  	
   

  	
  UPZIMIA

  	
   

  	
  Barbados

  	
   

  	
  21 Aug 2007

  	
   

  	
  81/23563

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T093-CA-NF

  	
   

  	
  UPZIMIA

  	
   

  	
  Canada

  	
   

  	
  21 Feb 2008

  	
   

  	
  1384285

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T093-US-NF

  	
   

  	
  UPZIMIA

  	
   

  	
  United States Of America

  	
   

  	
  30 Jan 2008

  	
   

  	
  77/383919

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T041-US-NF

  	
   

  	
  UPZIVA

  	
   

  	
  United States Of America

  	
   

  	
  04 Apr 2003

  	
   

  	
  76504007

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T042-US-NF

  	
   

  	
  VASERETIC

  	
   

  	
  United States Of America

  	
   

  	
  09 Oct 1984

  	
   

  	
  73503117

  	
   

  	
  14 May 1985

  	
   

  	
  1335085

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T043-US-NF

  	
   

  	
  VASOCARD

  	
   

  	
  United States Of America

  	
   

  	
  20 Aug 2004

  	
   

  	
  78471082

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T044-US-NF

  	
   

  	
  VASOTEC

  	
   

  	
  United States Of America

  	
   

  	
  15 Feb 1984

  	
   

  	
  73465852

  	
   

  	
  16 Jul 1985

  	
   

  	
  1348858

  	
   

  	
  Registration

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T045-CA-NF

  	
   

  	
  VEMRETA

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318514

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T045-US-NF

  	
   

  	
  VEMRETA

  	
   

  	
  United States Of America

  	
   

  	
  31 Mar 2006

  	
   

  	
  78851392

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T046-CA-NF

  	
   

  	
  VOLZELO

  	
   

  	
  Canada

  	
   

  	
  29 Sep 2006

  	
   

  	
  1318520

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  
	
  T046-US-NF

  	
   

  	
  VOLZELO

  	
   

  	
  United States Of America

  	
   

  	
  31 Mar 2006

  	
   

  	
  78851320

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


	
  -Biovail Case 

  Reference

  	
   

  	
  Trademark

  	
   

  	
  Country

  	
   

  	
  Filing Date

  	
   

  	
  Filing

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Registration

  Number

  	
   

  	
  Current

  Status

  	
   

  	
  Registered Owners

  	
   

  	
  Notes

  
	
  T017-US-NF

  	
   

  	
  ZILERAN

  	
   

  	
  United States Of America

  	
   

  	
  17 Nov 2004

  	
   

  	
  78518422

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
  Biovail Laboratories International SRL

  	
   

  	
   

  



 















 


BIOVAIL 
MATERIAL LICENSED PATENT PORTFOLIO


 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P148 licensed-In for RALIVIA in Canada

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P148-CA-NP

  	
   

  	
  CONTROLLED RELEASE FORMULATION

  	
   

  	
  Canada

  	
   

  	
  9-May-94

  	
   

  	
  2123160

  	
   

  	
  29-Apr-2003

  	
   

  	
   

  	
   

  	
  EURO-CELTIQUE, S.A - NAPP Associated Company

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P121 licensed in for wax beads used in CARDIZEM
  LA and TIAZAC XC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P121-US-PCT

  	
   

  	
  CUSHIONING WAX BEADS FOR MAKING SOLID SHAPED ARTICLES

  	
   

  	
  United States Of America

  	
   

  	
  24-Jul-01

  	
   

  	
  09/831,422

  	
   

  	
  2-Aug-05

  	
   

  	
  6,923,984

  	
   

  	
  Universiteit Gent

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P121-CA-PCT

  	
   

  	
  CUSHIONING WAX BEADS FOR MAKING SOLID SHAPED ARTICLES

  	
   

  	
  Canada

  	
   

  	
  26-Jul-00

  	
   

  	
  2,348,953

  	
   

  	
  7-Jun-05

  	
   

  	
  2,348,953

  	
   

  	
  Universiteit Gent

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  P121-EP-EPT

  	
   

  	
  CUSHIONING WAX BEADS FOR MAKING SOLID SHAPED ARTICLES

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  26-Jul-00

  	
   

  	
  953096.5

  	
   

  	
  20-Apr-05

  	
   

  	
  EP1131057

  	
   

  	
  Universiteit Gent

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P121-JP-PCT

  	
   

  	
  CUSHIONING WAX BEADS FOR MAKING SOLID SHAPED ARTICLES

  	
   

  	
  Japan

  	
   

  	
  26-Jul-00

  	
   

  	
  2003509454

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Universiteit Gent

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156 licensed-in for GLUMETZA in the US and
  Canada

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156-US-CNT

  	
   

  	
  EXTENDING THE DURATION OF DRUG RELEASE WITHIN THE STOMACH DURING THE
  FED MODE

  	
   

  	
  United States Of America

  	
   

  	
  29-Mar-99

  	
   

  	
  09/282,233

  	
   

  	
  22-Jan-02

  	
   

  	
  6,340,475

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156-US-CIP

  	
   

  	
  EXTENDING THE DURATION OF DRUG RELEASE WITHIN THE STOMACH DURING THE
  FED MODE

  	
   

  	
  United States Of America

  	
   

  	
  6-Nov-01

  	
   

  	
  10/045,823

  	
   

  	
  21-Oct-03

  	
   

  	
  6,635,280

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Austria

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Belgium

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Switzerland

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Germany

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Spain

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  France

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  United Kingdom

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Greece

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Italy

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Netherlands

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Portugal

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Sweden

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Ireland

  	
   

  	
  5-Jun-98

  	
   

  	
  98931204.6

  	
   

  	
  24-Aug-05

  	
   

  	
  EP0998271

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Australia

  	
   

  	
  5-Jun-98

  	
   

  	
  81386/98

  	
   

  	
  17-May-01

  	
   

  	
  729529

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Hong Kong

  	
   

  	
  5-Jun-98

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Korea

  	
   

  	
  5-Jun-98

  	
   

  	
  1.02E+12

  	
   

  	
  22-Dec-05

  	
   

  	
  1.00545E+12

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Mexico

  	
   

  	
  5-Jun-98

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Japan

  	
   

  	
  5-Jun-98

  	
   

  	
  1999502756

  	
   

  	
  30-Apr-08

  	
   

  	
  JP04083818

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P156

  	
   

  	
  GASTRIC-RETENTIVE ORAL DRUG DOSAGE FORMS FOR CONTROLLED RELEASE OF
  HIGHLY SOLUBLE DRUGS

  	
   

  	
  Canada

  	
   

  	
  5-Jun-98

  	
   

  	
  2290624

  	
   

  	
  5-Dec-06

  	
   

  	
  2290624

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158 licensed-in for GLUMETZA in the US and Canada

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158-US-NP

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  20-Jun-00

  	
   

  	
  09/598,061

  	
   

  	
  3-Dec-02

  	
   

  	
  6,488,962

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Austria

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Belgium

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Switzerland

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Denmark

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Germany

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Spain

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  France

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  United Kingdom

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Italy

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Netherlands

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Portugal

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Sweden

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Ireland

  	
   

  	
  26-Feb-01

  	
   

  	
  114515

  	
   

  	
  17-Dec-03

  	
   

  	
  EP129463

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Korea

  	
   

  	
  26-Feb-01

  	
   

  	
  1.02003E+12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Mexico

  	
   

  	
  26-Feb-01

  	
   

  	
  MX2012614

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Israel

  	
   

  	
  26-Feb-01

  	
   

  	
  153464

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Japan

  	
   

  	
  26-Feb-01

  	
   

  	
  2002503260

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P158-CA-PCT

  	
   

  	
  TABLET SHAPES TO ENHANCE GASTRIC RETENTION OF SWELLABLE
  CONTROLLED-RELEASE ORAL DOSAGE FORMS

  	
   

  	
  Canada

  	
   

  	
  26-Feb-01

  	
   

  	
  2412671

  	
   

  	
  3-Oct-01

  	
   

  	
  2412671

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157 licensed-in for GLUMETZA in US and Canada

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157-US-PCT

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  United States Of America

  	
   

  	
  25-Oct-01

  	
   

  	
  10/029,134

  	
   

  	
  20-Apr-04

  	
   

  	
  6723340

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  Australia

  	
   

  	
  22-Oct-02

  	
   

  	
  2002337974

  	
   

  	
  21-Sep-06

  	
   

  	
  2002337974

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  Canada

  	
   

  	
  24-Oct-02

  	
   

  	
  2409999

  	
   

  	
  4-Sep-07

  	
   

  	
  2409999

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  22-Oct-02

  	
   

  	
  2773879.8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  Japan

  	
   

  	
  22-Oct-02

  	
   

  	
  JP2005532985

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  New Zealand

  	
   

  	
  22-Oct-02

  	
   

  	
  532536

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  Taiwan

  	
   

  	
  22-Oct-02

  	
   

  	
  Unknown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P157

  	
   

  	
  OPTIMAL POLYMER MIXTURES FOR GASTRIC RETENTIVE TABLETS

  	
   

  	
  Mexico

  	
   

  	
  22-Oct-02

  	
   

  	
  MX4003793

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Depomed, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P164 licensed-in for WELLBUTRIN XL AND APLENZIN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P164-US-DIV

  	
   

  	
  CONTROLLED RELEASE ORAL DOSAGE FORM

  	
   

  	
  United States Of America

  	
   

  	
  9-May-03

  	
   

  	
  10/435,012

  	
   

  	
  14-Jun-05

  	
   

  	
  6,905,708

  	
   

  	
  Andrx Pharmaceuticals

  	
   

  	
  Licensed to Biovail Laboratories International SRL via GSK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165 licensed-in for BVF-324

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-AU-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Australia

  	
   

  	
  15-Mar-02

  	
   

  	
  2002252361

  	
   

  	
  22-Dec-05

  	
   

  	
  2002252361

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-CA-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Canada

  	
   

  	
  15-Mar-02

  	
   

  	
  2440920

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-CN-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  China

  	
   

  	
  15-Mar-02

  	
   

  	
  2809928.1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-EP-EPT

  	
   

  	
  USE OF TRAMADOL FOR DELAYING EJACULATION

  	
   

  	
  European Procedure (Patents)

  	
   

  	
  15-Mar-02

  	
   

  	
  2721427.9

  	
   

  	
  24-May-06

  	
   

  	
  EP1397126

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-JP-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Japan

  	
   

  	
  15-Mar-02

  	
   

  	
  2002572952

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-KR-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Korea

  	
   

  	
  15-Mar-02

  	
   

  	
  1.02004E+12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-NZ-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  New Zealand

  	
   

  	
  15-Mar-02

  	
   

  	
  528935

  	
   

  	
  10-Feb-05

  	
   

  	
  528935

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-PH-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Philippines

  	
   

  	
  15-Mar-02

  	
   

  	
  1-2003-500893

  	
   

  	
  19-Oct-07

  	
   

  	
  1-2003-500893

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-ZA-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  South Africa

  	
   

  	
  15-Mar-02

  	
   

  	
  20030867

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-US-NP

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  United States Of America

  	
   

  	
  15-Mar-02

  	
   

  	
  10/098,826

  	
   

  	
  13-Dec-05

  	
   

  	
  674839

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-HK-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Hong Kong

  	
   

  	
  15-Mar-02

  	
   

  	
  510107.2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-MX-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Mexico

  	
   

  	
  15-Mar-02

  	
   

  	
  PA/a/2003-7012090

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-NZ-PCT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  New Zealand

  	
   

  	
  15-Mar-02

  	
   

  	
  528935

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-US-CNT

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  United States Of America

  	
   

  	
  1-Sep-05

  	
   

  	
  11/219,322

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P165-SG-PST

  	
   

  	
  METHOD OF DELAYING EJACULATION

  	
   

  	
  Singapore

  	
   

  	
  15-Mar-02

  	
   

  	
  200304937.6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P166 licensed-in for BVF-324

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P166-US-NP

  	
   

  	
  TREATMENT OF COMORBID PREMATURE EJACULATION AND ERECTILE DYSFUNCTION

  	
   

  	
  United States Of America

  	
   

  	
  12-Feb-08

  	
   

  	
  12/029/783

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P166-WO-PCT

  	
   

  	
  TREATMENT OF COMORBID PREMATURE EJACULATION AND ERECTILE DYSFUNCTION

  	
   

  	
  PCT

  	
   

  	
  12-Feb-08

  	
   

  	
  PCT/US2008/053710

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P167 licensed-in for BVF324

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P167-US-NP

  	
   

  	
  REDUCING SIDE EFFECTS OF TRAMADOL

  	
   

  	
  United States Of America

  	
   

  	
  12-Feb-08

  	
   

  	
  12/029/973

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  P167-WO-PCT

  	
   

  	
  REDUCING SIDE EFFECTS OF TRAMADOL

  	
   

  	
  PCT

  	
   

  	
  12-Feb-08

  	
   

  	
  PCT/US2008/053722

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DMI Biosciences, Inc.

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Licensed-in via OMI for ULTRAM ER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTROLLED RELEASE TRAMADOL

  	
   

  	
  United States Of America

  	
   

  	
  10-Jul-96

  	
   

  	
  08/677,798

  	
   

  	
  3-Jul-01

  	
   

  	
  6254887

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTROLLED RELEASE TRAMADOL FORMULATION

  	
   

  	
  United States Of America

  	
   

  	
  6-Mar-01

  	
   

  	
  09/800,204

  	
   

  	
  11-Jul-06

  	
   

  	
  7074430

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTROLLED RELEASE FORMULATION

  	
   

  	
  United States Of America

  	
   

  	
  10-May-94

  	
   

  	
  08/241,129

  	
   

  	
  7-Jan-97

  	
   

  	
  5591452

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil Inc.

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTROLLED RELEASE FORMULATION

  	
   

  	
  United States Of America

  	
   

  	
  24-May-95

  	
   

  	
  08/449,772

  	
   

  	
  4-Dec-01

  	
   

  	
  6326027

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MULTILAYERED CONTROLLED RELEASE PHARMACEUTICAL DOSAGE FORM

  	
   

  	
  United States Of America

  	
   

  	
  23-Mar-94

  	
   

  	
  08/217,331

  	
   

  	
  7-Mar-95

  	
   

  	
  5395626

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MULTILAYERED CONTROLLED RELEASE PHARMACEUTICAL DOSAGE FORM

  	
   

  	
  United States Of America

  	
   

  	
  6-Oct-94

  	
   

  	
  08/319,186

  	
   

  	
  12-Dec-95

  	
   

  	
  5474786

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MULTILAYERED CONTROLLED RELEASE PHARMACEUTICAL DOSAGE FORM

  	
   

  	
  United States Of America

  	
   

  	
  7-Dec-95

  	
   

  	
  08/568,907

  	
   

  	
  8-Jul-97

  	
   

  	
  5645858

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STABILIZED SUSTAINED RELEASE TRAMADOL FORMULATIONS

  	
   

  	
  United States Of America

  	
   

  	
  19-Oct-01

  	
   

  	
  10/052,844

  	
   

  	
  11-Nov-03

  	
   

  	
  6,645,527

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via Ortho-McNeil

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STABILIZED SUSTAINED RELEASE TRAMADOL FORMULATIONS

  	
   

  	
  United States Of America

  	
   

  	
  2-Jul-98

  	
   

  	
  09/109,615

  	
   

  	
  23-Oct-01

  	
   

  	
  6306438

  	
   

  	
  Euro-Celtique S.A.

  	
   

  	
  Licensed to via Biovail Laboratories International SRL via
  Ortho-McNeil

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Licensed-in for
  Pimavanserin

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  United States Of America

  	
   

  	
  6-Mar-01

  	
   

  	
  09/800,096

  	
   

  	
  9-Nov-04

  	
   

  	
  6,815,458

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  United States Of America

  	
   

  	
  7-Apr-03

  	
   

  	
  10/409,782

  	
   

  	
  29-Jun-04

  	
   

  	
  6,756,393

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  United States Of America

  	
   

  	
  21-Jan-09

  	
   

  	
  12/355737

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS FOR USE IN THE TREATMENT OF SEROTONIN RELATED
  DISEASES

  	
   

  	
  Canada

  	
   

  	
  6-Mar-01

  	
   

  	
  2397981

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF N-(4-FLUOROBENZYL)-N-

  (L-METHYLPIPERIDIN-4-YL)-N’-(4- (2-METHYLPROPYLOXY)PHENYLMETHYL)

  CARBAMIDE AND ITS TARTRATE SALT AND CRYSTALLINE FORMS

  	
   

  	
  WO

  	
   

  	
  13-May-08

  	
   

  	
  PCT/US2008/063555

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN 2A/2C RECEPTOR INVERSE AGONISTS AS THERAPEUTICS
  FOR NEURODEGENERATIVE DISEASES

  	
   

  	
  United States Of America

  	
   

  	
  15-Jan-04

  	
   

  	
  10/759,561

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN 2A/2C RECEPTOR INVERSE AGONISTS AS THERAPEUTICS
  FOR NEURODEGENERATIVE DISEASES

  	
   

  	
  United States Of America

  	
   

  	
  3-May-06

  	
   

  	
  11/416,527

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN 2A/2C RECEPTOR INVERSE AGONISTS AS THERAPEUTICS
  FOR NEURODEGENERATIVE DISEASES

  	
   

  	
  United States Of America

  	
   

  	
  3-May-06

  	
   

  	
  11/416,855

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN 2A/2C RECEPTOR INVERSE AGONISTS AS THERAPEUTICS
  FOR NEURODEGENERATIVE DISEASES

  	
   

  	
  United States Of America

  	
   

  	
  3-May-06

  	
   

  	
  11/416,594

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN 2A/2C RECEPTOR INVERSE AGONISTS AS THERAPEUTICS
  FOR NEURODEGENERATIVE DISEASES

  	
   

  	
  Canada

  	
   

  	
  15-Jan-04

  	
   

  	
  2512639

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN 2A/2C RECEPTOR INVERSE AGONISTS AS THERAPEUTICS
  FOR NEURODEGENERATIVE DISEASES

  	
   

  	
  PCT

  	
   

  	
  15-Jan-04

  	
   

  	
  2004206886

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN RECEPTOR INVERSE AGONISTS AS THERAPEUTICS FOR
  DISEASE

  	
   

  	
  United States Of America

  	
   

  	
  21-May-04

  	
   

  	
  10/850,819

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN RECEPTOR INVERSE AGONISTS AS THERAPEUTICS FOR
  DISEASE

  	
   

  	
  United States Of America

  	
   

  	
  24-May-04

  	
   

  	
  10/854,035

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  United States Of America

  	
   

  	
  11-Feb-09

  	
   

  	
  12/378,385

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN RECEPTOR INVERSE AGONISTS AS THERAPEUTICS FOR
  DISEASE

  	
   

  	
  United States Of America

  	
   

  	
  20-May-05

  	
   

  	
  11/134,769

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  WO

  	
   

  	
  20-May-05

  	
   

  	
  PCT/US05/17808

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS FOR USE IN THE TREATMENT OF SEROTONIN RELATED
  DISEASES

  	
   

  	
  WO

  	
   

  	
  6-Mar-01

  	
   

  	
  PCT/US2001/07187

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN RECEPTOR INVERSE AGONISTS AS THERAPEUTICS FOR DISEASE

  	
   

  	
  Canada

  	
   

  	
  20-May-05

  	
   

  	
  2567704

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SELECTIVE SEROTONIN RECEPTOR INVERSE AGONISTS AS THERAPEUTICS FOR DISEASE

  	
   

  	
  WO

  	
   

  	
  20-May-05

  	
   

  	
  PCT/US2005/017808

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF N-(4-FLUOROBENZYL)-N-(1-METHYLPIPERIDIN-4-YL)-N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE AND ITS TARTRATE SALT AND CRYSTALLINE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  26-Sep-05

  	
   

  	
  11/235,558

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SALTS OF N-(4-FLUOROBENZYL)-N-(1-METHYLPIPERIDIN-4-YL)-N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE AND THEIR PREPARATION

  	
   

  	
  United States Of America

  	
   

  	
  26-Sep-05

  	
   

  	
  11/235,381

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF N-(4-FLUOROBENZYL)-N-(1-METHYLPIPERIDIN-4-YL)-N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE AND ITS TARTRATE SALT AND CRYSTALLINE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  3-May-06

  	
   

  	
  11/418,341

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF N-(4-FLUOROBENZYL)-N-(1-METHYLPIPERIDIN-4-YL)-N’-(4-(2-METHYLPROPYLOXY)PHENYLMETHYL)CARBAMIDE AND ITS TARTRATE SALT AND CRYSTALLINE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  3-May-06

  	
   

  	
  11/417,447

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF

  N-(4-FLUOROBENZYL)-N-(1-

  METHYLPIPERIDIN-4-YL)

  -N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE

  AND ITS TARTRATE SALT AND

  CRYSTALLINE FORMS

  	
   

  	
  United States Of America

  	
   

  	
  15-May-07

  	
   

  	
  11/749,115

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF

  N-(4-FLUOROBENZYL)-N-(1-

  METHYLPIPERIDIN-4-YL)

  -N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE

  AND ITS TARTRATE SALT AND

  CRYSTALLINE FORMS

  	
   

  	
  Canada

  	
   

  	
  26-Sep-05

  	
   

  	
  2580136

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  Canada

  	
   

  	
  28-Sep-05

  	
   

  	
  Unknown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SYNTHESIS OF

  N-(4-FLUOROBENZYL)-N-(1-

  METHYLPIPERIDIN-4-YL)

  -N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE

  AND ITS TARTRATE SALT AND

  CRYSTALLINE FORMS

  	
   

  	
  WO

  	
   

  	
  26-Sep-05

  	
   

  	
  PCT/US2005/034813

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SALTS OF

  N-(4-FLUOROBENZYL)-N-(1-

  METHYLPIPERIDIN-4-YL)

  -N’-(4-(2-METHYLPROPYLOXY)

  PHENYLMETHYL)CARBAMIDE

  AND THEIR PREPARATION

  	
   

  	
  WO

  	
   

  	
  26-Sep-05

  	
   

  	
  PCT/US2005/034376

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  RU

  	
   

  	
  26-Sep-05

  	
   

  	
  2007115886

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USE OF 4-AMINO-PIPERIDINES FOR TREATING SLEEP DISORDERS

  	
   

  	
  United States Of America

  	
   

  	
  18-Apr-07

  	
   

  	
  11/737,097

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USE OF 4-AMINO-PIPERIDINES FOR TREATING SLEEP DISORDERS

  	
   

  	
  PCT

  	
   

  	
  18-Apr-07

  	
   

  	
  PCT/US2007/009804

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHARMACEUTICAL FORMULATIONS OF PIMAVANSERIN

  	
   

  	
  United States Of America

  	
   

  	
  15-May-07

  	
   

  	
  11/749,110

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHARMACEUTICAL FORMULATIONS OF PIMAVANSERIN

  	
   

  	
  Canada

  	
   

  	
  15-Nov-08

  	
   

  	
  Unknown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PHARMACEUTICAL FORMULATIONS OF PIMAVANSERIN

  	
   

  	
  PCT

  	
   

  	
  15-May-07

  	
   

  	
  PCT/US2007/011720

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMBINATIONS OF 5-HT2A INVERSE AGONISTS AND ANTAGONISTS WITH
  ANTIPSYCHOTICS

  	
   

  	
  United States Of America

  	
   

  	
  19-Mar-08

  	
   

  	
  12/051,807

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMBINATIONS OF 5-HT2A INVERSE AGONISTS AND AGONISTS WITH
  ANTIPSYCHOTICS

  	
   

  	
  WO

  	
   

  	
  19-Mar-08

  	
   

  	
  PCT/US08/57557

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USE AND ADMINISTRATION OF PIMAVANSERIN

  	
   

  	
  WO

  	
   

  	
  19-May-08

  	
   

  	
  PCT/US2008/064154

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N-SUBSTITUTED PIPERIDINE DERIVATIVES AS SEROTONIN RECEPTOR AGENTS

  	
   

  	
  United States Of America

  	
   

  	
  19-Sep-08

  	
   

  	
  12/234,582

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  N-SUBSTITUTED PIPERIDINE DERIVATIVES AS SEROTONIN RECEPTOR AGENTS

  	
   

  	
  PCT

  	
   

  	
  19-Sep-08

  	
   

  	
  PCT/US08/77140

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CO-ADMINISTRATION OF PIMAVANSERIN WITH OTHER AGENTS

  	
   

  	
  United States Of America

  	
   

  	
  19-Sep-08

  	
   

  	
  12/234,573

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CO-ADMINISTRATION OF PIMAVANSERIN WITH OTHER AGENTS

  	
   

  	
  PCT

  	
   

  	
  19-Sep-08

  	
   

  	
  PCT/US08/77139

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 















 


	
  Case

  Reference

  	
   

  	
  TITLE

  	
   

  	
  Country

  	
   

  	
  Filing

  Date

  	
   

  	
  Filing Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Grant

  Number

  	
   

  	
  Legal Owners

  	
   

  	
  Owned/Licensed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AZACYCLIC COMPOUNDS

  	
   

  	
  US

  	
   

  	
  25-Mar-09

  	
   

  	
  61/163,439

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acadia Pharmaceuticals, Inc

  	
   

  	
  Licensed to Biovail Laboratories International SRL

  



 














 


SCHEDULE
5.16


 


POST
CLOSING ITEMS


 


[FMC to provide.]


 

















 


SCHEDULE 6.01


 


EXISTING
INDEBTEDNESS


 


	
  Credit Facility

  	
   

  	
  Amount

  
	
  Third amended and restated credit agreement dated as of June 2,
  2008 with The Bank of Nova Scotia, as administrative agent, and the banks and
  financial institutions named therein.

  	
   

  	
  $290
  million.

  



 

















 


SCHEDULE 6.02


 


EXISTING LIENS


 


[see attached]


 















 


ONTARIO


 


Personal Property Security
Act
(Ontario) Current to May 19, 2009 [NTD: TO BE UPDATED
FOLLOWING JPMORGAN REGISTRATIONS]


 


	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.    JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent

  - and
  -

  JPMorgan
  Chase Bank, N.A., Toronto Branch

  	
   

  	
  654037569

  	
   

  	
  20090608
  1526 1590 6724

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Biovail
  Laboratories International SRL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.    JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent

  - and
  -

  JPMorgan
  Chase Bank, N.A., Toronto Branch

  	
   

  	
  654028902

  	
   

  	
  20090608
  1439 1590 6714

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Biovail
  Technologies Ltd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.    JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent

  - and
  -

  JPMorgan
  Chase Bank, N.A., Toronto Branch

  	
   

  	
  654028875

  	
   

  	
  20090608
  1438 1590 6713

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Prestwick
  Pharmaceuticals, Inc.

  



 















 


	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.    JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent

  - and
  -

  JPMorgan
  Chase Bank, N.A., Toronto Branch

  	
   

  	
  654002046

  	
   

  	
  20090605
  1601 1590 6660

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.    Roy Foss Motors Ltd.

  	
   

  	
  652785993

  	
   

  	
  20090416
  1629 2677 1931

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B59T585153

  	
   

  	
  X

  	
   

  	
  4 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.    Xerox Canada Ltd.

  	
   

  	
  652495212

  	
   

  	
  20090402
  1702 1462 8414

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6 years

  	
   

  	
  Biovail
  Corporation

  - and -

  Biovail
  Contract Research

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.    GE Canada Leasing Services Company

  	
   

  	
  652342203

  	
   

  	
  20090327
  1149 5064 8888, as amended by registration 20090402 1230 5064 9002

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  One 1981
  Mystere Falcon Model 50 bearing manufacturer’s serial number 48 and Canadian
  registration mark C-FBVF together with three (3) Garrett Model TFE731-
  3- 1C engines bearing manufacturer’s serial numbers P-76270, P-76281 and
  P-76273 and any airframe replacing the foregoing airframe and any engine
  replacing any of the foregoing engines, together with all modules,
  appliances, parts, components, instruments, appurtenances, accessories,
  furnishings, navigational and communications equipment and other goods and
  equipment of whatever nature (other than a complete engine) whether now owned
  or hereafter 

  	
   

  	
   

  	
   

  	
  12 years

  	
   

  	
  Biovail
  Corporation

  



 






 











 


	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  acquired by
  lessee which may from time to time be incorporated or installed in or
  attached to such aircraft or engine or, after removal therefrom, and all
  records, logs, manuals, training aids, computer software and other material
  and data required to be maintained with respect to such aircraft pursuant to any
  aeronautics laws and as required by the CAA or the FAA and all other
  modification, maintenance, repair, overhaul and use records required by the
  manufacturer’s maintenance program and which, when taken together will
  provide a complete and continuous history of all maintenance, overhauls and
  repairs to such aircraft from the date of manufacture thereof, and any
  property substituted for any of the foregoing.

   

  All of the
  debtor right, title and interest in and to (I) the aircraft services
  agreement dated February 20, 2007 entered into between the debtor and
  Skyservice Aviation Inc. with respect to the aircraft, as same was amended or
  will be amended on April 3, 2009 (the “Services Agreement”),
  (II) all rentals and other amounts due to debtor under the Services
  Agreement, (III) any and all proceeds of insurance required by the
  Services Agreement, and (IV) all proceeds of the foregoing.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.    GE Canada Leasing Services Company

  	
   

  	
  652218579

  	
   

  	
  20090323
  1211 5064 8830

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  One 1981
  Mystere Falcon Model 50 bearing manufacturer’s serial number 48 and Canadian
  registration mark C-

  	
   

  	
   

  	
   

  	
  12 years

  	
   

  	
  Biovail
  Corporation

  



 






 











 


	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  FBVF
  together with three (3) Garrett Model TFE731- 3- 1C engines bearing
  manufacturer’s serial numbers P-76270, P-76281 and P-76273 and any airframe
  replacing the foregoing airframe and any engine replacing any of the
  foregoing engines, together with all modules, appliances, parts, components,
  instruments, appurtenances, accessories, furnishings, navigational and
  communications equipment and other goods and equipment of whatever nature
  (other than a complete engine) whether now owned or hereafter acquired by
  lessee which may from time to time be incorporated or installed in or
  attached to such aircraft or engine or, after removal therefrom, and all
  records, logs, manuals, training aids, computer software and other material
  and data required to be maintained with respect to such aircraft pursuant to
  any aeronautics laws and as required by the CAA or the FAA and all other
  modification, maintenance, repair, overhaul, and use records required by the
  manufacturer’s maintenance program and which, when taken together will
  provide a complete and continuous history of all maintenance, overhauls and
  repairs to such aircraft from the date of manufacture thereof, and any
  property substituted for any of the foregoing.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																																	



 















 


	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.    Roy Foss Motors Ltd.

  	
   

  	
  652020111

  	
   

  	
  20090312
  1212 2677 0250

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B09T583441

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.  Roy Foss Motors Ltd.

  	
   

  	
  651799323

  	
   

  	
  20090302
  1557 2677 0214

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B29T583439

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.  Roy Foss Motors Ltd.

  	
   

  	
  651799332

  	
   

  	
  20090302
  1557 2677 0215

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B99T583440

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.  Roy Foss Motors Ltd.

  	
   

  	
  651690774

  	
   

  	
  20090224
  1651 2677 0152

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Toyota, Camry LE 4DR Sedan 

  VIN: 4T1BE46K29U384472

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.  Roy Foss Motors Ltd.

  	
   

  	
  651690819

  	
   

  	
  20090224
  1652 2677 0156

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B69T578809

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.  Roy Foss Motors Ltd.

  	
   

  	
  651690837

  	
   

  	
  20090224
  1652 2677 0157

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B29T578807

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.  Roy Foss Motors Ltd.

  	
   

  	
  651690855

  	
   

  	
  20090224
  1652 2677 0158

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B29T578810

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.  Roy Foss Motors Ltd.

  	
   

  	
  651690873

  	
   

  	
  20090224
  1652 2677 0159

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B59T578798

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.  Roy Foss Motors Ltd.

  	
   

  	
  651690927

  	
   

  	
  20090224
  1653 2677 0162

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B19T580273

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.  Roy Foss Motors Ltd.

  	
   

  	
  651224187

  	
   

  	
  20090127
  1144 2677 0068

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey FWD 4DR SXT

  VIN:
  3D4GG57B19T578805

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.  Roy Foss Motors Ltd.

  	
   

  	
  651053718

  	
   

  	
  20090116
  1018 2677 0024

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2009 Dodge,
  Journey SE 4DR FWD

  VIN:
  3D4GG47B09T578806

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.  Roy Foss Motors Ltd.

  	
   

  	
  649494504

  	
   

  	
  20081027
  0916 2677 9719

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Dodge,
  Grand Caravan SE 

  VIN:
  1D8HN44H08B190413

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.  Roy Foss Motors Ltd.

  	
   

  	
  647622099

  	
   

  	
  20080811
  1415 2677 9428

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Nissan, Altima 2.5 S 4DR SE

  VIN: 1N4AL21E88C205518

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.  Roy Foss Motors Ltd.

  	
   

  	
  646671411

  	
   

  	
  20080707
  1449 2677 9196

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Ford,
  Escape XLT (400A) 4X

  VIN:
  1FMCU93Z38KE72480

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  



 















	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.  Roy Foss Motors Ltd.

  	
   

  	
  645960348

  	
   

  	
  20080610
  1647 2677 9017

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Ford,
  Escape XLT (400A) 4X

  VIN:
  1FMCU93Z18KE07837

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.  Roy Foss Motors Ltd.

  	
   

  	
  645720606

  	
   

  	
  20080603
  1133 2677 8971

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Ford,
  Escape XLT (400A) 4X

  VIN:
  1FMCU93Z18KE17834

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.  Roy Foss Motors Ltd.

  	
   

  	
  644516298

  	
   

  	
  20080424
  1555 2677 8633

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Dodge,
  Grand Caravan SE 

  VIN:
  2D8HN44H408R742722

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.  Roy Foss Motors Ltd.

  	
   

  	
  644211189

  	
   

  	
  20080415
  1328 2677 8536

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Dodge,
  Grand Caravan SE 

  VIN:
  2D8HN44H48R754713

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.  Roy Foss Motors Ltd.

  	
   

  	
  644008194

  	
   

  	
  20080408
  1641 2677 8477

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Ford,
  Escape XLT (400A) 4X

  VIN:
  1FMCU93Z28KD29049

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.  Roy Foss Motors Ltd.

  	
   

  	
  644008212

  	
   

  	
  20080408
  1641 2677 8478

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Ford,
  Escape XLT (400A) 4X

  VIN:
  1FMCU93Z98KD28609

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.  Roy Foss Motors Ltd.

  	
   

  	
  644008329

  	
   

  	
  20080408
  1642 2677 8485

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Dodge,
  Grand Caravan SE

  VIN:
  2D8HN44H08R742770

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.  Roy Foss Motors Ltd.

  	
   

  	
  644008356

  	
   

  	
  20080408
  1642 2677 8486

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Dodge,
  Grand Caravan SE

  VIN:
  2D8HN44H68R715735

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.  Roy Foss Motors Ltd.

  	
   

  	
  644008419

  	
   

  	
  20080408
  1643 2677 8490

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Nissan, Altima 2.5 S 4DR SE

  VIN: 1N4AL21E38C216491

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.  Roy Foss Motors Ltd.

  	
   

  	
  643201911

  	
   

  	
  20080307
  0958 2677 8315

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Nissan, Altima 2.5 S 4DR SE

  VIN: 1N4AL21E68C211401

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33.  Roy Foss Motors Ltd.

  	
   

  	
  643095927

  	
   

  	
  20080304
  1000 2677 8247

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Dodge,
  Charger Base 4DR SE

  VIN:
  2B3KA43R58H193066

  	
   

  	
  X

  	
   

  	
  2 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.  Roy Foss Motors Ltd.

  	
   

  	
  643095945

  	
   

  	
  20080304
  1000 2677 8248

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Nissan, Altima 2.5 S 4DR SE

  VIN: 1N4AL21E28C167509

  	
   

  	
  X

  	
   

  	
  2 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.  Roy Foss Motors Ltd.

  	
   

  	
  643096071

  	
   

  	
  20080304
  1003 2677 8259

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Nissan, Altima 2.5 S 4DR SE

  VIN: 1N4AL21E38C173674

  	
   

  	
  X

  	
   

  	
  2 years

  	
   

  	
  Biovail
  Corporation

  



 















 


	
   

  	
   

  	
  File

  	
   

  	
   

  	
   

  	
  Collateral Classification

  	
   

  	
   

  	
   

  	
  VI

  	
   

  	
  Term

  	
   

  	
   

  
	
  Secured Party

  	
   

  	
  Number

  	
   

  	
  Registration Number

  	
   

  	
  C

  	
   

  	
  I

  	
   

  	
  E

  	
   

  	
  A

  	
   

  	
  O

  	
   

  	
  M

  	
   

  	
  Collateral Description

  	
   

  	
  N

  	
   

  	
  (Years)

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.  Roy Foss Motors Ltd.

  	
   

  	
  643096089

  	
   

  	
  20080304
  1003 2677 8260

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Nissan, Altima 2.5 S 4DR SE

  VIN: 1N4AL21E08C138316

  	
   

  	
  X

  	
   

  	
  2 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.  Roy Foss Motors Ltd.

  	
   

  	
  642631536

  	
   

  	
  20080211
  1149 2677 7981

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  2008 Ford,
  Escape XLT (400A) 4X 

  VIN:
  1FMCU93Z78KC61315

  	
   

  	
  X

  	
   

  	
  2 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38.  Xerox Canada Ltd.

  	
   

  	
  623866158

  	
   

  	
  20060331
  1408 1462 3652

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5 years

  	
   

  	
  Biovail
  Corporation

  - and -

  Bioval[sic]
  Contract Research

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39.  Roy Foss Motors Ltd.

  	
   

  	
  615722913

  	
   

  	
  20050602
  1809 8028 6030

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.  Xerox Canada Ltd.

  	
   

  	
  609515649

  	
   

  	
  20041004
  1404 1462 1024

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41.  Xerox Canada Ltd.

  	
   

  	
  608190633

  	
   

  	
  20040816
  1704 1462 5000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  42.  The Bank of Nova Scotia, as Agent

  	
   

  	
  868496382

  	
   

  	
  20001220
  1044 1529 3989 as amended by registration 20020903 1057 1529 2211

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10 years

  	
   

  	
  Biovail
  Corporation

  - and -

  Crystaal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  43.  Xerox Canada Ltd.

  	
   

  	
  631845873

  	
   

  	
  20070103
  1703 1462 3348

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6
  years

  	
   

  	
  Biovail
  Coporation[sic]

  - and
  -

  Biovail
  Contract Research

  



 


C means Consumer Goods, I means Inventory, E means
Equipment, A means Accounts, O means Other, M means Motor
Vehicle Included, Collateral Description
intends to be an abridgement; see search printout for full collateral
description, VIN means one or more specific
motor vehicles have been set out in the Motor Vehicle Section; see search
printout for vehicle identification numbers, Other
Comments intends to capture amendments, partial discharges, etc.,
The first eight digits of the Registration Number denote the year, month and
day of registration


 















BRITISH
COLUMBIA - current to May 27, 2009


 


Collateral Description intends to be an abridgement;
see search printout for full collateral description (including serial numbers
and itemized collateral)


VIN means one or more serial
numbered goods have been set out in the serial numbered goods section — see
search printout for serial numbers


Other Comments intends to capture
amendments, partial discharges, etc.


 


	
  Secured Party

  	
   

  	
  Date Filed

  	
   

  	
  Registration Number

  	
   

  	
  Collateral Description

  	
   

  	
  VIN

  	
   

  	
  Registration

  Period

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  JPMorgan
  Chase Bank, N.A., Toronto Branch, as Administrative Agent

  - and -

  JPMorgan Chase Bank, N.A., Toronto Branch

  	
   

  	
  June 5,
  2009

  	
   

  	
  008677F

  	
   

  	
  All of the
  present and after-acquired personal property of the debtor

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Biovail Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Roy Foss Motors Ltd

  	
   

  	
  February 29,
  2008

  	
   

  	
  216333E

  	
   

  	
  Amount
  Secured $23498

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Roy Foss Motors Ltd

  	
   

  	
  May 29,
  2008

  	
   

  	
  390187E

  	
   

  	
  Amount
  Secured $24983

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Roy Foss Motors Ltd

  	
   

  	
  December 30,
  2008

  	
   

  	
  762516E

  	
   

  	
  Amount
  Secured $22607

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  



 


ALBERTA - current to May 27,
2009


 


Collateral Description intends to be an abridgement;
see search printout for full collateral description (including serial numbers
and itemized collateral)


VIN means one or more serial
numbered goods have been set out in the serial numbered goods section — see
search printout for serial numbers


Other Comments intends to capture
amendments, partial discharges, etc.


 


	
  Secured Party

  	
   

  	
  Date Filed

  	
   

  	
  Registration Number

  	
   

  	
  Collateral Description

  	
   

  	
  VIN

  	
   

  	
  Registration 

  Period

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  JPMorgan
  Chase Bank, N.A., Toronto Branch, as Administrative Agent

  - and -

  JPMorgan Chase Bank, N.A., Toronto Branch

  	
   

  	
  June 5,
  2009

  	
   

  	
  09060523643

  	
   

  	
  All of the
  debtor’s present and after-acquired personal property

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Biovail
  Corporation

  
														



 















	
  Secured Party

  	
   

  	
  Date Filed

  	
   

  	
  Registration Number

  	
   

  	
  Collateral Description

  	
   

  	
  VIN

  	
   

  	
  Registration 

  Period

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.    Roy Foss Motors Ltd

  	
   

  	
  January 14,
  2008

  	
   

  	
  08011417663

  	
   

  	
  Amount
  Secured $28888

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.    Roy Foss Motors Ltd

  	
   

  	
  February 26,
  2009

  	
   

  	
  09022623203

  	
   

  	
  Amount
  Secured $21296

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.    Roy Foss Motors Ltd

  	
   

  	
  March 19,
  2009

  	
   

  	
  09031928132

  	
   

  	
  Amount
  Secured $20740

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.    Roy Foss Motors Ltd

  	
   

  	
  March 26,
  2009

  	
   

  	
  09032607601

  	
   

  	
  Amount
  Secured $20518

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  



 


MANITOBA - current to May 22,
2009


 


Collateral Description intends to be an abridgement;
see search printout for full collateral description (including serial numbers
and itemized collateral)


VIN means one or more serial
numbered goods have been set out in the serial numbered goods section — see
search printout for serial numbers


Other Comments intends to capture
amendments, partial discharges, etc.


 


	
  Secured Party

  	
   

  	
  Date Filed

  	
   

  	
  Registration Number

  	
   

  	
  Collateral Description

  	
   

  	
  VIN

  	
   

  	
  Registration

  Period

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  JPMorgan
  Chase Bank, N.A., Toronto Branch, as Administrative Agent
  - and - 

  JPMorgan Chase Bank, N.A., Toronto Branch

  	
   

  	
  June 5,
  2009

  	
   

  	
  200909500400

  	
   

  	
  The security
  interest is taken in all of the debtor’s present and after-acquired personal
  property

  	
   

  	
   

  	
   

  	
  4 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Roy Foss
  Motors Ltd

  	
   

  	
  April 20,
  2009

  	
   

  	
  200905965807

  	
   

  	
  Amount
  Secured $19098

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Roy Foss
  Motors Ltd

  	
   

  	
  February 23,
  2009

  	
   

  	
  200902736505

  	
   

  	
  Amount
  Secured $20520

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Roy Foss
  Motors Ltd

  	
   

  	
  February 23,
  2009

  	
   

  	
  200902736300

  	
   

  	
  Amount
  Secured $20640

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Roy Foss
  Motors Ltd

  	
   

  	
  July 2,
  2008

  	
   

  	
  200812644601

  	
   

  	
  Amount
  Secured $21284

  	
   

  	
  X

  	
   

  	
  3 years

  	
   

  	
  Biovail
  Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  The Bank of
  Nova Scotia, as agent

  	
   

  	
  December 21,
  2000

  	
   

  	
  200007875800

  	
   

  	
  The security
  interest is taken in all of the debtor’s present and after-acquired personal
  property

  	
   

  	
   

  	
   

  	
  10 years

  	
   

  	
  Biovail
  Corporation - and - Crystaal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  The Bank of
  Nova Scotia, as agent

  	
   

  	
  March 17,
  2005

  	
   

  	
  200504311600

  	
   

  	
  The security
  interest is taken in all of the debtor’s present and after-

  	
   

  	
   

  	
   

  	
  10 years

  	
   

  	
  Biovail
  Technologies West Ltd.

  



 















	
  Secured Party

  	
   

  	
  Date Filed

  	
   

  	
  Registration Number

  	
   

  	
  Collateral Description

  	
   

  	
  VIN

  	
   

  	
  Registration

  Period

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  acquired
  personal property

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 















UNITED
STATES


 


	
  Secured Party

  	
   

  	
  Initial

  (or Continuation) 

  Filing Date

  	
   

  	
  Initial Filing Number

  	
   

  	
  Collateral Description

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Debtor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Citicorp Vendor Finance, Inc.

  	
   

  	
  June 17, 2004

  	
   

  	
  41797671

  	
   

  	
  Equipment

  	
   

  	
  Delaware

  	
   

  	
  Biovail Technologies Ltd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Xerox Corporation

  	
   

  	
  June 8, 2007

  	
   

  	
  2007 2158862

  	
   

  	
  Equipment

  	
   

  	
  Delaware

  	
   

  	
  Biovail Technologies Ltd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  IOS Capital

  	
   

  	
  April 18, 2005

  	
   

  	
  5128978 5

  	
   

  	
  Equipment

  	
   

  	
  Delaware

  	
   

  	
  Biovail Pharmaceuticals LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Xerox Corporation

  	
   

  	
  April 30, 2009

  	
   

  	
  2009 1374740

  	
   

  	
  Equipment

  	
   

  	
  Delaware

  	
   

  	
  Biovail Pharmaceuticals LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Cisco Systems Capital Corp.

  	
   

  	
  March 21, 2007

  	
   

  	
  2007 1143600

  	
   

  	
  Equipment and software

  	
   

  	
  Delaware

  	
   

  	
  Prestwick Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  June 28, 2005  (continuation)

  	
   

  	
  0090153

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  May 10, 2005

  	
   

  	
  5143689 9

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  May 10, 2005

  	
   

  	
  5143690 7

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Americas Corp.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  January 28, 2005

  	
   

  	
  5031731 4

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Distribution Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  October 2, 2008

  	
   

  	
  2008 3344734

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  BTA Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  June 28, 2005

  	
   

  	
  0090157

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Technologies Ltd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  December 16, 2008  (continuation)

  	
   

  	
  3331761 0

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Technologies Ltd.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  June 28, 2005  (continuation)

  	
   

  	
  0090171

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Pharmaceuticals LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  The Bank of Nova Scotia, as Agent

  	
   

  	
  January 28, 2009

  	
   

  	
  2009 0291713

  	
   

  	
  All assets

  	
   

  	
  Delaware

  	
   

  	
  Biovail Pharmaceuticals LLC

  



 














 


BARBADOS


 


	
  Name of Society:

  	
   

  	
  BIOVAIL HOLDINGS INTERNATIONAL SRL

  
	
   

  	
   

  	
   

  
	
  Date of Organisation:

  	
   

  	
  21 December 2004

  
	
   

  	
   

  	
   

  
	
  Society No.:

  	
   

  	
  444

  
	
   

  	
   

  	
   

  
	
  Licences:

  	
   

  	
  International Society with Restricted Liability

  
	
   

  	
   

  	
   

  
	
  Registered Office:

  	
   

  	
  Welches, Christ Church, Barbados

  
	
   

  	
   

  	
   

  
	
  Charges entered against the property and assets of the Society
  pursuant to section 237 of the Companies Act:

  	
   

  	
  A search
  conducted at the Registry of Corporate Affairs and Intellectual Property,
  Bridgetown, Barbados, revealed the following encumbrances, liens or charges
  registered against the property and assets of the Company: 

   

  1. Volume 48
  Page 76 - Charge by way of a
  General Security Agreement dated January 28, 2005, registered in favour
  of the Bank of Nova Scotia to secure the sum of US$600,000,000 together with
  interest thereon. 

   

  2. Volume 48
  Page 78 - Charge by way of a
  Debenture dated January 28, 2005, registered in favour of the Bank of
  Nova Scotia to secure the sum of US$600,000,000 together with interest
  thereon.

  
	
   

  	
   

  	
   

  
	
  Name of Society:

  	
   

  	
  BIOVAIL LABORATORIES INTERNATIONAL SRL

  
	
   

  	
   

  	
   

  
	
  Date of Organisation:

  	
   

  	
  21 December 2004

  
	
   

  	
   

  	
   

  
	
  Society No.:

  	
   

  	
  443

  
	
   

  	
   

  	
   

  
	
  Licences:

  	
   

  	
  International Society with Restricted Liability

  
	
   

  	
   

  	
   

  
	
  Registered Office:

  	
   

  	
  Welches, Christ Church, Barbados

  
	
   

  	
   

  	
   

  
	
  Charges entered against the property and assets of the Society
  pursuant to section 237 of the Companies Act:

  	
   

  	
  A search
  conducted at the Registry of Corporate Affairs and Intellectual Property,
  Bridgetown, Barbados, revealed the following encumbrances, liens or charges
  registered against the property and assets of the Company: 

   

  1. Volume 48
  Page 75 - Charge by way of a
  General Security Agreement dated January 28, 2005, registered in favour
  of the Bank of Nova Scotia to secure the sum of US$600,000,000 together with
  interest thereon. 

   

  2. Volume 48
  Page 77 - Charge by way of a
  Debenture dated January 28, 2005, registered in favour of the Bank of
  Nova Scotia to secure the sum of US$600,000,000 together with interest
  thereon.

  



 














 


SCHEDULE 6.04


 


INVESTMENTS


 


Biovail
Technologies West—10,000 Class A limited partnership units in Western Life
Services Ventures Fund Limited Partnership of a total of 31,400 Class A
limited partnership units issued and outstanding.


 

















 


SCHEDULE 6.10


 


RESTRICTIVE
AGREEMENTS


 


 


None.


 

















 


SCHEDULE 6.21


 


PHARMA PASS SA
CONTRACTS


 


1.                                      Agreement dated December 30,
1994 between Pharma Pass SA and Ratiopharm GmbH for the development of
Nifidepine product, as amended on September 24, 1997, November 17,
1997 and January 12, 1998; and


 


2.                                      Agreement dated November 22,
1996 between Pharma Pass SA and Les Laboratoires Fournier S.A. for the
development of Fenofibrate product.


 














 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (the “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name
of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (as amended, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of the Assignor’s rights and obligations in its capacity as
a Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
the Assignor under the respective facilities identified below (including any
letters of credit, guarantees, and swingline loans included in such facilities)
and (ii) to the extent permitted to be assigned under Applicable Law, all
claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.


 


	
  1.

  	
   

  	
  Assignor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Assignee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  [and is an Affiliate/Approved Fund of [identify
  Lender](1) ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Borrower(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Administrative Agent:

  	
   

  	
                           ,
  as the administrative agent under the Credit Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Credit Agreement:

  	
   

  	
  Credit Agreement dated as
  of June <>, 2009 among
  Biovail Corporation, the Lenders party thereto, and JPMorgan Chase Bank,
  N.A., Toronto Branch, as Administrative Agent.

  



 


 






(1) Select as
applicable.


 

















 


6.                                       Assigned
Interest:


 


	
  Facility

  Assigned(2)

  	
   

  	
  Aggregate Amount of

  Commitment/Loans for all

  Lenders

  	
   

  	
  Amount of

  Commitment/Loans

  Assigned

  	
   

  	
  Percentage Assigned of

  Commitment/Loans(3)

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


Effective Date: 
                          
      , 20       [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to
deliver to the Administrative Agent a completed Administrative Questionnaire in
which the Assignee designates one or more Credit Contacts to whom all syndicate-level
information (which may contain material non-public information about the
Borrower[, the Loan Parties] and [its]  [their] Related
Parties or their respective securities) will be made available and who may
receive such information in accordance with the Assignee’s compliance
procedures and Applicable Law, including Federal and state securities laws.


 


The terms set forth in this
Assignment and Assumption are hereby agreed to:


 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


 






(2) Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. “Revolving Commitment”).


 


(3) Set forth, to at least 9 decimals, as
percentage of the Commitment/Loans of all Lenders thereunder.


 

















 


	
   

  	
  ASSIGNEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNEE]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  



 


 


	
  [Consented to and](4) 
  Accepted:

  	
   

  
	
   

  	
   

  
	
  [NAME OF ADMINISTRATIVE AGENT],
  as Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Consented to:](5)

  	
   

  
	
   

  	
   

  
	
  [NAME OF RELEVANT PARTY]

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Title:

  	
   

  



 


 






(4) To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.


 


(5) To be added only if the consent of the
Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required
by the terms of the Credit Agreement.


 

















 


ANNEX 1


 


Credit Agreement between Biovail Corporation, JPMorgan Chase Bank,
N.A., Toronto Branch and the

lenders party thereto from time to time dated as of June <>, 2009


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.                                       Representations
and Warranties.


 


1.1           Assignor.  The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


 


1.2           Assignee.  The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section          thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and
to purchase the Assigned Interest on the basis of which it has made such
analysis and decision independently and without reliance on the Administrative
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to
the Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed
by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.


 


2.                                       Payments.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective
Date.  The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative Agent
for periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.


 

















 


3.                                       General
Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. 
This Assignment and Assumption may be executed in any number of
counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by facsimile or by
sending a scanned copy by electronic mail shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be
governed by, and construed and interpreted in accordance with, the laws of the
Province of Ontario and the federal laws of Canada applicable therein.


 














 


EXHIBIT B


 


BORROWING REQUEST


 


BIOVAIL CORPORATION


 


JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative Agent


200 Bay Street


Royal Bank Plaza, Floor 18


Toronto M57 2J2 Canada


Attn:                                 


 


                             ,
20        


 


Re:          Borrowing Request under Credit Agreement


 


Ladies and Gentlemen:


 


Reference is hereby made to the Credit Agreement dated as of June       ,
2009 (as in effect from time to time, the “Credit Agreement”) between
Biovail Corporation (the “Borrower”), the Lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., Toronto Branch, as Administrative
Agent (the “Administrative Agent”) and the other agents and arrangers
party thereto.  In accordance with Section 2.03
of the Credit Agreement, the Borrower hereby requests the following Borrowing
be made:


 


Revolving
Loan:


 


	
  (1)

  	
   

  	
  Aggregate Amount requested:

  (U.S.$/C$)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  The effective date of the Borrowing:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  The Type of Borrowing shall be:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  The Interest Period of such Borrowing shall be (if applicable):

  	
   

  	
   

  	
   

  



 


The Borrower certifies that all other conditions precedent provided for
in the Credit Agreement to the granting or making of the Borrowing(s) requested
herein have been satisfied.


 


[The remainder of this page has been
intentionally left blank.]


 

















 


Capitalized terms used above in this Borrowing Request are as defined
in the Credit Agreement.


 


	
   

  	
  BIOVAIL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


EXHIBIT C


 


BA
EQUIVALENT NOTE


 


[insert date]


 


FOR VALUE RECEIVED, the undersigned hereby
promises to pay to the order of [name of Non-BA Lender]
at its office at [insert address from Credit Agreement],
the sum of                                                     Dollars
($                                         )
in lawful money of Canadian on [insert date of maturity].


 


 


	
   

  	
  BIOVAIL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT D


 


FORM OF INCREASING LENDER SUPPLEMENT


 


INCREASING LENDER SUPPLEMENT, dated
                    ,
20       (this “Supplement”), to the
Credit Agreement, dated as of June     , 2009 (as may
be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Biovail Corporation (the “Borrower”),
the Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase
Bank, N.A., Toronto Branch, as administrative agent for the Lenders (the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to Section 2.23
of the Credit Agreement, the Borrower has the right, subject to the terms and
conditions thereof, to effectuate from time to time an increase in the
aggregate Commitments under the Credit Agreement by requesting one or more
Lenders to increase the amount of its Commitment;


 


WHEREAS, the Borrower has given notice to the
Administrative Agent of its intention to increase the aggregate Commitments
pursuant to such Section 2.23; and


 


WHEREAS, pursuant to Section 2.23
of the Credit Agreement, the undersigned Increasing Lender now desires to
increase the amount of its Commitment under the Credit Agreement by executing
and delivering to the Borrower and the Administrative Agent this Supplement;


 


NOW, THEREFORE, each of the parties hereto
hereby agrees as follows:


 


1.             The
undersigned Increasing Lender agrees, subject to the terms and conditions of
the Credit Agreement, that on the date of this Supplement (a) the
Increasing Lender shall have its Commitment increased by
$[                    ]
(the “Commitment Increase”), thereby making the aggregate amount of its
total Commitments equal to
$[                    ].
Schedule I attached hereto sets forth with respect to the Increasing
Lender (after giving effect to this Supplement): (A) the amount of the
Increasing Lender’s Commitment Increase, (B) the aggregate amount of the
Increasing Lender’s Commitments, and  (C) the
Increasing Lender’s Applicable Percentage of all Loans and Commitments.


 


2.             The
Borrower hereby represents and warrants that no Default or Event of Default has
occurred and is continuing on and as of the date hereof.


 


3.             Terms
defined in the Credit Agreement shall have their defined meanings when used
herein. Except as expressly modified and supplemented by this Supplement, the
terms and provisions of the Credit Agreement are ratified and confirmed and
shall continue in full force and effect. 
The Borrower, the Increasing Lender and the Administrative Agent (on
behalf of the Lenders) agree that the Credit Agreement, as supplemented hereby,
shall continue to be legal, valid, binding and enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principals of equity, regardless of whether considered in a proceeding
in equity or at law.  Any and all
agreements, documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Credit Agreement,
as modified and supplemented hereby, are hereby amended so that any reference
in such documents to the Credit Agreement shall mean a reference to the Credit
Agreement, as modified and supplemented hereby. 
The Borrower hereby acknowledges and agrees that the obligations, 


 

















 


indebtedness and liabilities
of the Borrower arising as a result of the increase in the Commitments
contemplated hereby constitute “Obligations” and “Secured Obligations” as
defined in the Credit Agreement, and are secured by and entitled to the
benefits of the Credit Agreement and the Loan Documents. The Borrower hereby
further ratifies and confirms the grant of the liens and security interests in
the Collateral of the Borrower in favour of the Administrative Agent, for the
benefit of itself, and the Finance Parties, pursuant to the Collateral
Documents as security for the Secured Obligations.


 


5.             This
Supplement shall be governed by, and construed in accordance with, the laws of
the Province of Ontario.


 


6.             This
Supplement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same document.


 

















 


IN WITNESS WHEREOF, each of the undersigned
has caused this Supplement to be executed and delivered by a duly authorized
officer on the date first above written.


 


	
   

  	
  [INSERT NAME OF INCREASING LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Accepted and agreed to as of the date first written above.


 


 


BORROWER:


 


BIOVAIL
CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


ADMINISTRATIVE AGENT:


 


JPMORGAN CHASE BANK, N.A., TORONTO 

BRANCH, Individually as Administrative Agent, 

as Issuing Bank and as Swingline Lender


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


SCHEDULE I


 


	
  NAME OF 

  INCREASING 

  LENDER

  	
   

  	
  AMOUNT OF 

  COMMITMENT 

  INCREASE

  	
   

  	
  AGGREGATE 

  AMOUNT OF 

  COMMITMENTS OF 

  SUCH INCREASING 

  LENDER

  	
   

  	
  PERCENTAGE

  OF LOANS AND 

  COMMITMENTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


CONSENT OF
GUARANTORS


 


Each of the undersigned Guarantors: (i) consents
and agrees to this Supplement; (ii) agrees that the terms and provisions
of the Credit Agreement, and the terms and provisions of the Loan Documents to
which it is a party are in full force and effect, continue to be its legal,
valid and binding obligation enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principals of equity, regardless of whether considered in a proceeding in
equity or at law, and are hereby ratified and confirmed; (iii) agrees that
the obligations, indebtedness and liabilities of the Borrower arising as a
result of the increase in the Commitments contemplated hereby constitute “Secured
Obligations” (as defined in the Credit Agreement) guarantied by and entitled to
the benefits of the Credit Agreement and secured by and entitled to the
benefits of the Security Documents and the other Loan Documents; and (iv) ratifies
and confirms the grant of the liens and security interests in the Collateral of
such Guarantor in favour of the Administrative Agent, for the benefit of itself
and the other Finance Parties, pursuant to the Loan Documents, as security for
the Secured Obligations (as defined in the Credit Agreement).


 


 


	
   

  	
  BIOVAIL
  AMERICAS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOVAIL
  TECHNOLOGIES LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  BIOVAIL
  DISTRIBUTION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BTA
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOVAIL
  PHARMACEUTICALS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRESTWICK
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  BIOVAIL
  HOLDINGS INTERNATIONAL SRL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOVAIL
  LABORATORIES INTERNATIONAL SRL

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HYTHE
  PROPERTY INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [OTHER
  GUARANTORS]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






 










 


EXHIBIT E


 


FORM OF AUGMENTING LENDER SUPPLEMENT


 


 


AUGMENTING LENDER SUPPLEMENT, dated
                    ,
20       (this “Supplement”), to the
Credit Agreement, dated as of June     , 2009 (as may
be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Biovail Corporation (the “Borrower”),
the Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase
Bank, N.A., Toronto Branch, as administrative agent for the Lenders (the “Administrative
Agent”).


 


W I T N E S S E T H


 


WHEREAS, the Credit Agreement provides in Section 2.23
thereof that any bank, financial institution or other entity may extend
Commitments under the Credit Agreement subject to the approval of the Borrower
and the Administrative Agent, by executing and delivering to the Borrower and
the Administrative Agent a supplement to the Credit Agreement in substantially
the form of this Supplement; and


 


WHEREAS, the undersigned Augmenting Lender
was not an original party to the Credit Agreement but now desires to become a
party thereto;


 


NOW, THEREFORE, each of the parties hereto
hereby agrees as follows:


 


1.  The
undersigned Augmenting Lender agrees to be bound by the provisions of the
Credit Agreement and agrees that it shall, on the date of this Supplement,
become a Lender for all purposes of the Credit Agreement to the same extent as
if originally a party thereto, with a Commitment of
$[                    ]
thereby making the aggregate amount of its total Commitments equal to
$[                ].
Schedule I attached hereto sets forth with respect to the Augmenting
Lender (after giving effect to this Supplement): (A) the amount of the
Augmenting Lender’s Commitment, and (B) the Augmenting Lender’s Applicable
Percentage of all Loans and Commitments.


 


2.  The
undersigned Augmenting Lender (a) represents and warrants that it has full
power and authority, and has taken all action necessary, to execute and deliver
this Supplement and to consummate the transactions contemplated hereby and by the
Credit Agreement and to become a Lender under the Credit Agreement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of
the most recent financial statements delivered pursuant to Section 5.01
thereof, as applicable, and has reviewed such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Supplement; (c) agrees that it will, independently and
without reliance upon the Administrative Agent or any other Finance Party and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental
thereto; (e) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the obligations
which by the terms of the Credit Agreement are required to be performed by it
as a Lender; and (f) if it is a Foreign Lender, attached to this
Supplement is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by the undersigned.


 

















 


3.  The
undersigned’s address for notices for the purposes of the Credit Agreement is
as follows:


 


[                      ]


 


4.  The Borrower hereby represents and warrants
that no Default or Event of Default has occurred and is continuing on and as of
the date hereof.


 


5. 
Terms defined in the Credit Agreement shall have their defined meanings
when used herein.  Except as expressly
modified and supplemented by this Supplement, the terms and provisions of the
Credit Agreement are ratified and confirmed and shall continue in full force
and effect. The Borrower, the Augmenting Lender and the Administrative Agent
(on behalf of the Lenders) agree that the Credit Agreement, as supplemented
hereby, shall continue to be legal, valid, binding and enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principals of equity, regardless of whether considered
in a proceeding in equity or at law. Any and all agreements, documents, or
instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement, as modified and supplemented
hereby, are hereby amended so that any reference in such documents to the
Credit Agreement shall mean a reference to the Credit Agreement, as modified
and supplemented hereby. The Borrower hereby acknowledges and agrees that the
obligations, indebtedness and liabilities of the Borrower arising as a result
of the increase in the Commitments contemplated hereby constitute “Obligations”
and “Secured Obligations” as defined in the Credit Agreement, and are secured
by and entitled to the benefits of the Credit Agreement and the Loan Documents.
The Borrower hereby further ratifies and confirms the grant of the liens and
security interests in the Collateral of the Borrower in favour of the
Administrative Agent, for the benefit of itself and the Finance Parties,
pursuant to the Collateral Documents as security for the Secured Obligations.


 


6. 
This Supplement shall be governed by, and construed in accordance with,
the laws of the Province of Ontario.


 


7. 
This Supplement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same document.


 


[remainder of this page intentionally left blank]


 

















 


IN WITNESS WHEREOF, each of the undersigned
has caused this Supplement to be executed and delivered by a duly authorized
officer on the date first above written.


 


	
   

  	
  [INSERT NAME OF AUGMENTING LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Accepted and agreed to as of the date first written above.


 


 


BORROWER:


 


BIOVAIL CORPORATION


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  ADMINISTRATIVE AGENT:

  
	
   

  
	
  JPMORGAN CHASE BANK, N.A., TORONTO 

  BRANCH, Individually as Administrative Agent, 

  as Issuing Bank and as Swingline Lender

  



 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE
1


 


	
  NAME OF 

  AUGMENTING 

  LENDER

  	
   

  	
  AMOUNT OF 

  COMMITMENT

  	
   

  	
  PERCENTAGE 

  OF LOANS AND 

  COMMITMENTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


CONSENT OF
GUARANTORS


 


Each of the undersigned Guarantors: (i) consents
and agrees to this Supplement; (ii) agrees that the terms and provisions
of the Credit Agreement, and the terms and provisions of the Loan Documents to
which it is a party are in full force and effect, continue to be its legal,
valid and binding obligation enforceable in accordance
with their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principals of equity, regardless of whether considered
in a proceeding in equity or at law, and are hereby ratified and confirmed; (iii) agrees
that the obligations, indebtedness and liabilities of the Borrower arising as a
result of the increase in the Commitments contemplated hereby constitute “Secured
Obligations” (as defined in the Credit Agreement) guarantied by and entitled to
the benefits of the Credit Agreement and secured by and entitled to the
benefits of the Security Documents and the other Loan Documents; and (iv) ratifies
and confirms the grant of the liens and security interests in the Collateral of
such Guarantor in favour of the Administrative Agent, for the benefit of itself
and the other Finance Parties, pursuant to the Loan Documents, as security for
the Secured Obligations (as defined in the Credit Agreement).


 


	
   

  	
  BIOVAIL AMERICAS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOVAIL TECHNOLOGIES LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  BIOVAIL DISTRIBUTION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BTA PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOVAIL PHARMACEUTICALS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRESTWICK PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  BIOVAIL HOLDINGS INTERNATIONAL SRL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOVAIL LABORATORIES INTERNATIONAL SRL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HYTHE PROPERTY INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [OTHER GUARANTORS]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






 










 


EXHIBIT F


 


COMPLIANCE CERTIFICATE


 


TO:                                                                            JP Morgan Chase
Bank, N.A., Toronto Branch, as administrative agent under the Credit Agreement
(as such term is defined below) (the “Administrative Agent”)


 


RE:                                                                              Credit
Agreement dated as of June 9, 2009 between Biovail Corporation (the “Borrower”),
as borrower, the Administrative Agent, and the Finance Parties from time to
time party thereto (the “Credit Agreement”)


 


I, <>, being a
Financial Officer of the Borrower and having knowledge of the matters
hereinafter set forth, hereby certify without personal liability on behalf of
the Borrower as follows:


 


1.                                       Capitalized
terms used herein and not otherwise defined shall have the meanings
respectively ascribed to them in the Credit Agreement.


 


2.                                       I have read the
provisions of the Credit Agreement which are relevant to this Certificate and
have made investigations or examinations as are reasonably necessary to enable
me to express an informed opinion on the matters contained in this Certificate.


 


3.                                       As of the date
hereof, no Default had occurred and is continuing under the Credit
Agreement.  [Note to
Draft:  If a Default has occurred, please
specify the details thereof and the actions taken or proposed to be taken with
respect to such Default.]


 


4.                                       The Borrower
has duly and properly caused to be completed the calculations in Appendix “A”,
for the purpose of confirming and demonstrating compliance with each of the
Financial Covenants.


 


5.                                       As of the
Borrower’s fiscal quarter ending
                    ,
20       (the “Fiscal Quarter”):


 


(a)                                  the ratio of EBITDA of the
Borrower and its Subsidiaries (on a consolidated basis) to cash Interest
Expense on the last day of the Fiscal Quarter, determined for the Borrower’s
last four fiscal quarters ending on the last day of the Fiscal Quarter, was:


 




	
  Actual Ratio

  	
   

  	
  Minimum Permitted Ratio

  
	
   

  	
   

  	
   

  
	
  <>:1.00

  	
   

  	
  3.00:1.00

  






 


(b)                                 the Total Debt to EBITDA
Ratio on the last day of the Fiscal Quarter, determined for the Borrower’s last
four fiscal quarters ending on the last day of the Fiscal Quarter, was:


 




	
  Actual Ratio

  	
   

  	
  Maximum Permitted Ratio

  
	
   

  	
   

  	
   

  
	
  <>:1.00

  	
   

  	
  2.50:1.00

  






 


(c)                                  the Adjusted Equity of the
Borrower (on a consolidated basis), on the last day of the Fiscal Quarter, was:


 




	
  Actual Amount

  	
   

  	
  Minimum Permitted Amount

  
	
   

  	
   

  	
   

  
	
  $<>

  	
   

  	
  $1,000,000,000.

  






 

















 


(d)                                 the Borrower is in
compliance with each of the Financial Covenants as reflected in the schedule of
calculations attached as Appendix “A”.


 


6.                                       Since December 31,
2008, there has been no change in GAAP or in the application thereof.  [Note to Draft:  If any such change has occurred, please
specify the details thereof and the effects of such change on the financial
statements accompanying this Certificate.]


 


7.                                       As at the end
of the Fiscal Quarter, all representations and warranties of the Borrower
contained in the Credit Agreement were true and correct in all material
respects as if made on and as of such date, except any representation and
warranty made as of a specified date in which case such representation and
warranty was true and correct in all material respects as of such specified
date.


 


8.                                       All
registrations, and all applications for the registration, of any Intellectual
Property material to the business of the Loan Parties taken as a whole with any
intellectual property office in any Relevant Jurisdiction (whether any such
application is made by a Loan Party or through any agent, employee, licensee or
designee of a Loan Party) which were made during the Fiscal Quarter are listed
on Appendix “B” attached hereto.


 


9.                                       As of the date
hereof, each Significant Subsidiary is a Guarantor.


 


10.                                 As at the end
of the Fiscal Quarter, the Borrower and the other Loan Parties maintained (a) revenues,
for the period of four consecutive fiscal quarters then ended, equal to or
greater than 92.5% of the consolidated revenues of the Borrower and its
Subsidiaries for such period and (b) assets equal to or greater than 92.5%
of the consolidated total assets of the Borrower and its Subsidiaries as at the
end of the Fiscal Quarter.


 


11.                                 The material
assets acquired by any Loan Party during the Fiscal Quarter having a value in
excess of $25,000,000 is as follows:  [none/describe assets].


 


12.                                 The particulars
of the Material Contracts of the Borrower and its Subsidiaries entered into
during the Fiscal Quarter are as follows: 
[none/describe material contracts].  [A certified copy of each
such Material Contract is attached hereto as Appendix “C”.]


 


13.                                 The Borrower or
any other Loan Party has registered, or applied to register, the following
Intellectual Property material to the business of the Loan Parties taken as a
whole with any intellectual property office in a Relevant Jurisdiction during
the Fiscal Quarter:  [none/describe
Intellectual Property].


 


14.                                 The Borrower
has made the following Restricted Payments in respect of the Convertible Notes
permitted by Section 6.08(b) of the Credit Agreement during the
Fiscal Quarter:  [none/describe
Restricted Payment].  The
Borrower has purchased for cancellation or retired or otherwise acquired for
value in any manner its own Equity Interests during the Fiscal Quarter in the
aggregate amount of $<>.


 


15.                                 As at the end
of the Fiscal Quarter, the Borrower had Swap Obligations in the amount of
$<>.


 


16.                                 As at the end
of the Fiscal Quarter, the sum of loans and advances made by Loan Parties to
Subsidiaries that are not Loan Parties plus the aggregate principal amount of
Indebtedness of Subsidiaries that are not Loan Parties that is guaranteed by a
Loan Party is $<>.


 


19

















 


DATED this
                        
day of
                                  .


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


20

















 


Appendix “A”


 


Biovail Corporation

$410MM — Revolving Credit Facility


Compliance Ratios and Covenants ($000s)


 


	
   

  	
   

  	
  Actual

  	
   

  	
  Actual

  	
   

  	
  Actual

  	
   

  	
  Actual

  	
   

  	
  Actual

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Debt : EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Debt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolling 4 quarter EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Multiple of Total Debt : EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Covenant maximum

  	
   

  	
  2.50

  	
   

  	
  2.50

  	
   

  	
  2.50

  	
   

  	
  2.50

  	
   

  	
  2.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Coverage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolling 4 quarter EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rolling 4 Quarter Interest Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Coverage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Covenant minimum

  	
   

  	
  3.00

  	
   

  	
  3.00

  	
   

  	
  3.00

  	
   

  	
  3.00

  	
   

  	
  3.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Shareholders’ equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adjusted Equity

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Covenant minimum

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum Amount of Share Repurchases per
  Fiscal Year

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Covenant maximum

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amount repurchased

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amount Remaining

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  	
  75,000

  	
   

  



 

















 


Appendix “B”


 


Intellectual Property Registrations/Applications


 


[list/nil.]


 

















 


Appendix “C”


 


Material Contract Particulars


 


[list/nil.]