THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON  TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT
 Warrant No.: 2009CS-____
    
    Number of Shares:(subject to adjustment)
   VALEANT PHARMACEUTICALS INTERNATIONAL
 Common Stock Purchase Warrant
  Company  Registered Holder  Common Stock Warrant
Shares Purchase Price
 Exercise
 Exercise Notice; Cashless Exercise Only




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##### 



Exercise
Notice Exercise Date
 X =
    Y(A-B)A
 Where:
    X =
    the number of Warrant Shares that shall be issued to the Registered Holder;Y =
    the number of Warrant Shares for which this Warrant is
being exercised (which shall include both the number of Warrant Shares issued
to the Registered Holder and the number of Warrant Shares subject to the
portion of the Warrant being cancelled in payment of the Purchase Price);A =
    the Fair Market Value (as defined below) of one share of
Common Stock on the Exercise Date; andB =
    the Purchase Price then in effect.
 Fair Market Value
 provided
 Board of Directors
 2




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##### 



Taxes on Exercise
 Issuance of Certificates
     3




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##### 



Adjustments
 Adjustment for Stock Splits and Combinations Original Issue Date
 Adjustment for Certain Dividends and Distributions
   provided however
 4




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##### 



Adjustment for Rights Offering
 Adjustments for Other Distributions Asset Distribution
 5




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##### 



Rights Agreement
 Trigger Event
 6




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##### 



Adjustments for Certain Cash Dividends Triggering Distribution Determination Date
 Dividend Threshold Amount
 Adjustments for Tender Offers
 7




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##### 



Expiration
Date Expiration Time Purchased Shares
  8




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##### 



Current Market Price
 Adjustment in Number of Warrant Shares
 Holdback
 No Adjustment
 9




---



##### 



Adjustment for Tax Purposes
   Adjustment for Reorganization Reorganization
 10




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##### 



Certificate as to Adjustments
 Fractional Shares
 Investment Representations
 Investment
 Accredited Investor Securities Act
 Experience
 Transfers, etc
 provided
 11




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##### 



Exhibit II
 No Impairment
 Notice of Certain Transactions
     12




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##### 



Reservation of Stock; Restricted Shares
 Exchange or Replacement of Warrants
   Notices.
 
 13




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##### 



No Rights as Stockholder
 Amendment or Waiver
 Section Headings
 Governing Law
 Facsimile Signatures
 Certain Definitions
 Business Day
 Capital Stock capital stock
 Closing Price
 14




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##### 



Person person
 Subsidiary
 Trading Day
  VALEANT PHARMACEUTICALS INTERNATIONALBy:Name:
    Steve T. MinTitle:
    Executive Vice President, General Counsel and Corporate
Secretary 15




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##### 



EXHIBIT I
 PURCHASE FORM
 To:
    
    Valeant Pharmaceuticals International
    
    Dated:One EnterpriseAliso Viejo, California 92656Attention: General CounselFacsimile: 949.461.6661
 (check applicable box)
 o
 o
  Signature:Address:




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##### 



EXHIBIT II
 ASSIGNMENT FORM
 To:
    
    Valeant Pharmaceuticals International
    
    Dated:One EnterpriseAliso Viejo, California 92656Attention: General CounselFacsimile: 949.461.6661
 
 Name of Assignee
    
    Address
    
    No. of Shares
 
 Dated:
    
    Signature: