##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-Q
   (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 1-11397
    Valeant Pharmaceuticals
    International
 (Exact name of registrant as
    specified in its charter)
  Delaware

33-0628076(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

Identification No.)One Enterprise Aliso Viejo, California

92656(Address of principal executive
    offices)

(Zip Code)   (Registrants telephone number, including area code)
 (949) 461-6000
    þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  INDEX
   
 PageNumberPART I  FINANCIAL
    INFORMATIONItem 1.


Financial Statements (unaudited)


2Condensed Consolidated Balance Sheets as of
    March 31, 2010 and December 31, 2009


2Condensed Consolidated Statements of Operations
    for the three months ended March 31, 2010 and 2009


3Condensed Consolidated Statements of
    Comprehensive Income for the three months ended March 31,
    2010 and 2009


4Condensed Consolidated Statements of Cash Flows
    for the three months ended March 31, 2010 and 2009


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


39Item 4.


Controls and Procedures


40PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


41Item 1A.


Risk Factors


41Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


41Item 6.


Exhibits


42SIGNATURES


44EX-15.1EX-15.2EX-31.1EX-31.2EX-32   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  VALEANT
    PHARMACEUTICALS INTERNATIONALCONDENSED CONSOLIDATED BALANCE SHEETSAs of March 31, 2010 and
    December 31, 2009
  March 31,


December 31,2010


2009(Unaudited, in thousands)ASSETSCurrent Assets:Cash and cash equivalents

$
147,303


$
68,080Marketable securities


7,979



13,785Accounts receivable, net


163,707



171,008Inventories, net


111,719



105,900Prepaid expenses


18,620



16,589Current deferred tax assets, net


75,342



77,268Income taxes receivable


2,515



3,584Total current assets


527,185



456,214Property, plant and equipment, net


128,527



126,811Deferred tax assets, net


35,944



37,637Goodwill


196,938



195,350Intangible assets, net


467,058



470,346Other assets


17,302



19,121Total non-current assets


845,769



849,265$
1,372,954


$
1,305,479LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Trade payables

$
39,258


$
37,405Accrued liabilities


214,695



215,932Notes payable and current portion of long-term debt


49,075



48,462Deferred revenue


17,861



21,612Income taxes payable


10,284



6,720Current deferred tax liabilities, net


554



358Current liabilities for uncertain tax positions


646



646Total current liabilities


332,373



331,135Long-term debt, less current portion


553,858



552,127Deferred tax liabilities, net


12,387



7,728Liabilities for uncertain tax positions


13,303



13,115Other liabilities


18,075



30,195Total non-current liabilities


597,623



603,165Total liabilities


929,996



934,300Commitments and contingencies






Stockholders Equity:Common Stock


783



774Additional capital


1,015,098



986,393Accumulated deficit


(606,027
)


(642,043
)Accumulated other comprehensive income


33,083



26,035Total Valeant stockholders equity


442,937



371,159Noncontrolling interest


21



20Total stockholders equity


442,958



371,179$
1,372,954


$
1,305,479    2




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONALCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor the three months ended March 31, 2010
    and 2009
  Three Months EndedMarch 31,2010


2009(Unaudited, in thousands, except per share)Revenues:Product sales

$
204,507


$
152,833Service revenue


4,960



6,738Alliance revenue


22,524



18,352Total revenues


231,991



177,923Costs and expenses:Cost of goods sold (excluding amortization)


54,203



39,697Cost of services


3,166



4,326Selling, general and administrative


70,541



64,216Research and development costs, net


10,402



8,735Special charges and credits


538



Restructuring and acquisition-related costs


1,024



1,211Amortization expense


19,330



17,004Total costs and expenses


159,204



135,189Income from operations


72,787



42,734Other income (expense), net including translation and exchange


(524
)


1,212Gain on early extinguishment of debt






4,599Interest income


459



1,835Interest expense


(13,090
)


(8,013
)Income from continuing operations before income taxes


59,632



42,367Provision for income taxes


24,030



11,569Income from continuing operations


35,602



30,798Income from discontinued operations, net of tax


415



398Net income


36,017



31,196Less: Net income attributable to noncontrolling interest


1



1Net income attributable to Valeant

$
36,016


$
31,195Basic income per share attributable to Valeant:Income from continuing operations attributable to Valeant

$
0.45


$
0.37Income from discontinued operations attributable to Valeant


0.01



0.01Net income per share attributable to Valeant

$
0.46


$
0.38Diluted income per share attributable to Valeant:Income from continuing operations attributable to Valeant

$
0.43


$
0.37Income from discontinued operations attributable to Valeant


0.01



Net income per share attributable to Valeant

$
0.44


$
0.37Shares used in per share computation  Basic


78,465



82,548Shares used in per share computation  Diluted


82,332



83,402    3




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONALCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOMEFor the three months ended March 31, 2010
    and 2009
  Three Months EndedMarch 31,2010


2009(Unaudited, in thousands)Net income

$
36,017


$
31,196Other comprehensive income (loss):Foreign currency translation adjustments


7,072



(29,485
)Unrealized gain on hedges






211Pension liability adjustment


(24
)


69Comprehensive income

$
43,065


$
1,991    4




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONALCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the three months ended March 31, 2010
    and 2009
  Three Months EndedMarch 31,2010


2009(Unaudited, in thousands)Cash flows from operating activities:Net income

$
36,017


$
31,196Income from discontinued operations


415



398Income from continuing operations


35,602



30,798Adjustments to reconcile income from continuing operations to
    net cash provided by operating activities in continuing
    operations:Depreciation and amortization


23,996



20,764Provision for losses on accounts receivable and inventory


502



536Stock compensation expense


4,946



4,322Excess tax deduction from stock options exercised


(1,599
)


Translation and exchange (gains) losses, net


106



(1,181
)Impairment charges and other non-cash items


2,644



5,508Payments of accreted interest on long-term debt






(13,277
)Deferred income taxes


4,693



(2,201
)Gain on extinguishment of debt






(4,599
)Change in assets and liabilities, net of effects of acquisitions:Accounts receivable


6,122



15,093Inventories


(4,136
)


(2,918
)Prepaid expenses and other assets


(102
)


3,461Trade payables and accrued liabilities


(3,536
)


4,431Income taxes


8,593



(9,960
)Other liabilities


(9,641
)


(12,955
)Cash flow from operating activities in continuing operations


68,190



37,822Cash flow from operating activities in discontinued operations


(41
)


(2,149
)Net cash provided by operating activities


68,149



35,673Cash flows from investing activities:Capital expenditures


(3,889
)


(7,076
)Proceeds from sale of assets


280



255Proceeds from investments


5,674



13,541Purchase of investments






(802
)Acquisition of businesses, license rights and product lines


(15,107
)


(32,211
)Cash flow from investing activities in continuing operations


(13,042
)


(26,293
)Cash flow from investing activities in discontinued operations


814



(10,273
)Net cash used in investing activities


(12,228
)


(36,566
)Cash flows from financing activities:Payments on long-term debt and notes payable


(179
)


(52,779
)Proceeds from issuance of long-term debt and notes payable






2,006Stock option exercises and employee stock purchases


21,792



7,036Payments of employee withholding taxes related to equity awards


(1,165
)


Excess tax deduction from stock options exercised


1,599



Cash flow from financing activities in continuing operations


22,047



(43,737
)Cash flow from financing activities in discontinued operations






Net cash provided by (used in) financing activities


22,047



(43,737
)Effect of exchange rate changes on cash and cash equivalents


1,255



(15,043
)Net increase (decrease) in cash and cash equivalents


79,223



(59,673
)Cash and cash equivalents at beginning of period


68,080



199,582Cash and cash equivalents at end of period

$
147,303


$
139,909    5




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONALNOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS(Unaudited)
    (all amounts in thousands, except share and per share amounts,
    unless otherwise indicated)
  1.
    Organization
    and Summary of Significant Accounting Policies  Organization:
  Basis of Presentation: Form 10-K
  Use of Estimates:
  Recent
    Accounting Standards:
     6




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Restructuring      Three Months EndedMarch 31,2010


2009Employee severances (0 and 22 employees, respectively)

$
(10
)

$
928Contract cancellation and other costs


108



255Subtotal: cash charges


98



1,183Non-cash charges






28Total restructuring costs

$
98


$
1,211     Reconciliation of Cash Payments
    and AccrualsRestructuring accrual, December 31, 2009

$
6,444Charges to earnings


98Cash paid


(1,493
)Restructuring accrual, March 31, 2010

$
5,049     3.
    Acquisition-Related
    Costs    Transaction costs

$
548Integration costs and other


378Total acquisition-related costs

$
926    7




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Collaborative
    Arrangements  Collaboration
    Agreement with GSK
  first-in-class
        2010


2009Valeant research and development costs

$
3,691


$
7,947Valeant selling, general and administrative


28



1493,719



8,096GSK expenses


7,556



5,303Total spending for Collaboration Agreement

$
11,275


$
13,399Equalization charge (credit)

$
1,919


$
(1,397
)  8




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Selling,


ResearchBalance


Alliance


General and


andCollaboration Accounting Impact

Sheet


Revenue


Administrative


DevelopmentUpfront payment from GSK

$
125,000


$



$



$
Release from upfront payment in 2008/2009


(58,058
)










Incurred cost in 2010










28



3,691Incurred cost offset in 2010


(5,638
)






(479
)


(5,159
)Recognize alliance revenue


(4,139
)


(4,139
)






Release from upfront payment in 2010


(9,777
)










Remaining upfront payment from GSK

$
57,165











Total equalization payable to GSK

$
(1,919
)






451



1,468Total expense and revenue





$
(4,139
)

$



$
Accrued liabilities

$
40,680Deferred revenue short-term


16,485Remaining upfront payment from GSK

$
57,165     Co-marketing
    Agreement with Spear
  ® 10-year
  ® ® ®
  5.
    Special
    Charges and Credits    6.
    Discontinued
    Operations   9




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      7.
    Earnings
    Per Share    2010


2009Income:Numerator for basic and diluted earnings per share attributable
    to Valeant:Income from continuing operations attributable to Valeant

$
35,601


$
30,797Income from discontinued operations attributable to Valeant


415



398Net income attributable to Valeant

$
36,016


$
31,195Shares:Denominator for basic earnings per share attributable to Valeant:Weighted shares outstanding


77,959



82,104Vested stock equivalents (not issued)


506



444Denominator for basic earnings per share attributable to Valeant


78,465



82,548Denominator for diluted earnings per share attributable to
    Valeant:Employee stock options


1,262



546Convertible debt


882



Other dilutive securities


1,723



308Dilutive potential common shares


3,867



854Denominator for diluted earnings per share attributable to
    Valeant


82,332



83,402Basic income per share attributable to Valeant:Income from continuing operations attributable to Valeant

$
0.45


$
0.37Income from discontinued operations attributable to Valeant


0.01



0.01Net income per share attributable to Valeant

$
0.46


$
0.38Diluted income per share attributable to Valeant:Income from continuing operations attributable to Valeant

$
0.43


$
0.37Income from discontinued operations attributable to Valeant


0.01



Net income per share attributable to Valeant

$
0.44


$
0.37    10




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  earnings-per-share
    Three Months EndedMarch 31,2010


2009Weighted average shares excluded:Stock options


842



2,060Restricted stock units


1,010



9621,852



3,022   8.
    Detail of
    Certain Accounts    March 31,


December 31,2010


2009Accounts receivable, net:Trade accounts receivable

$
129,719


$
122,238Royalties and profit share receivable


14,702



20,138Other receivables


24,329



33,398168,750



175,774Allowance for doubtful accounts


(5,043
)


(4,766
)$
163,707


$
171,008Inventories, net:Raw materials and supplies

$
28,614


$
27,880Work-in-process


11,816



11,013Finished goods


82,480



78,435122,910



117,328Allowance for inventory obsolescence


(11,191
)


(11,428
)$
111,719


$
105,900  11




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Intangible
    Assets and Goodwill  Intangible assets:
  Weighted


March 31, 2010


December 31, 2009Average


Gross


Accumulated


Net


Gross


Accumulated


NetLives (years)


Amount


Amortization


Amount


Amount


Amortization


AmountProduct intangiblesNeurology


13


$
279,086


$
(180,997
)

$
98,089


$
278,944


$
(174,744
)

$
104,200Dermatology


15



329,839



(93,041
)


236,798



314,850



(85,033
)


229,817Other


14



91,209



(49,828
)


41,381



90,547



(48,408
)


42,139Total product intangibles


14



700,134



(323,866
)


376,268



684,341



(308,185
)


376,156Outlicensed technology


10



70,000



(10,027
)


59,973



70,000



(7,854
)


62,146Customer relationships


8



26,429



(3,427
)


23,002



27,159



(2,764
)


24,395Trade names


Indefinite



7,815







7,815



7,649







7,649Total intangible assets





$
804,378


$
(337,320
)

$
467,058


$
789,149


$
(318,803
)

$
470,346     Scheduled Future Amortization Expense2010


2011


2012


2013


2014


Thereafter


TotalProduct intangiblesNeurology

$
18,281


$
19,055


$
17,954


$
16,902


$
16,360


$
9,537


$
98,089Dermatology


24,566



33,184



33,184



31,562



29,755



84,547



236,798Other


4,482



6,420



6,381



6,195



5,934



11,969



41,381Outlicensed technology


6,519



8,693



7,513



7,513



6,134



23,601



59,973Customer relationships


3,800



4,314



3,608



2,905



2,062



6,313



23,002Total

$
57,648


$
71,666


$
68,640


$
65,077


$
60,245


$
135,967


$
459,243     ®
 12




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill:
  Specialty


Branded Generics 


Branded Generics Pharmaceuticals


Europe


Latin America


TotalBalance, December 31, 2009

$
175,605


$
10,408


$
9,337


$
195,350Additions(a)


362







26



388Other(b)


631



19



550



1,200Balance, March 31, 2010

$
176,598


$
10,427


$
9,913


$
196,938     (a)
    
    Additions due to finalization of allocation of fair value of
    assets acquired and liabilities assumed.(b)
    
    Primarily related to the effect of changes in foreign currency
    exchange rates.  10.
    Long-term
    Debt  8.375% Senior
    Notes
    Form S-4,
  3.0%
    and 4.0% Convertible Subordinated Notes
   13




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            11.
    Income
    Taxes     14




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        12.
    Derivative
    Financial Instruments        As of March 31, 2010Asset Derivatives

Liability DerivativesBalance



BalanceNotional

Sheet

Fair

Sheet

FairDescription

Amount

Location

Value

Location

ValueUndesignated hedges

$
30,529


Other assets

$
97


Accrued liabilities

$
(237
)Net investment derivative contracts


24,550


Other assets


29





   As of December 31, 2009Asset Derivatives

Liability DerivativesBalance



BalanceNotional

Sheet

Fair

Sheet

FairDescription

Amount

Location

Value

Location

ValueUndesignated hedges

$
29,721


Other assets

$
330


Accrued liabilities

$
(334
)Net investment derivative contracts


24,640


Other assets


231





  15




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended March 31, 2010Net

CashInvestment

FlowUndesignated

Derivative

DerivativeDescription

Hedges

Contracts

ContractsLoss recognized in currency translation adjustment in other
    comprehensive income

$



$
(256
)

$
Loss recognized in exchange gain / loss


(761
)






   Three Months Ended March 31, 2009Net


CashInvestment


FlowUndesignated


Derivative


DerivativeDescription

Hedges


Contracts


ContractsGain recognized in currency translation adjustment in other
    comprehensive income

$



$
2,673


$
Gain recognized in other comprehensive income










211Loss recognized in exchange gain / loss


(135
)






     13.
    Fair
    Value Measurements    Assets (Liabilities)March 31, 2010

December 31, 2009Level 1

Level 2

Level 3

Level 1

Level 2

Level 3Undesignated hedges

$



$
(140
)

$



$



$
(4
)

$
Net investment derivative contracts






29











231



     14.
    Stock and
    Stock Incentive Programs  Common Stock:
  March 31,

December 31,2010

2009Shares outstanding


78,304



77,350Shares held in treasury


25,465



25,466  16




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock and Securities Repurchase Programs: 24-month
  Stock-based compensation:
    Three MonthsEndedMarch 31,2010


2009Phantom and restricted stock units

$
4,298


$
2,828Employee stock options


648



1,494Total stock-based compensation

$
4,946


$
4,322     Remainder of 2010

$
19,1492011


18,9312012


12,9962013


8,0322014


1,5762015


72$
60,756   15.
    Business
    Segments   17




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months EndedMarch 31,2010


2009RevenuesSpecialty pharmaceuticals product sales

$
120,742


$
86,313Specialty pharmaceuticals service and alliance revenue(1)


22,523



11,905Branded generics  Europe product sales


41,708



35,338Branded generics  Latin America product sales


42,057



31,182Alliances (ribavirin royalties only)


4,961



13,185Consolidated revenues

$
231,991


$
177,923Operating IncomeSpecialty pharmaceuticals

$
61,191


$
28,250Branded generics  Europe


10,879



8,864Branded generics  Latin America


13,498



12,20885,568



49,322Alliances


4,961



13,185Corporate


(16,180
)


(18,562
)Subtotal


74,349



43,945Special charges and credits


(538
)


Restructuring and acquisition-related costs


(1,024
)


(1,211
)Consolidated segment operating income


72,787



42,734Interest income


459



1,835Interest expense


(13,090
)


(8,013
)Gain on early extinguishment of debt






4,599Other income (expense), net including translation and exchange


(524
)


1,212Income from continuing operations before income taxes

$
59,632


$
42,367     (1)
    
    Specialty pharmaceuticals service and alliance revenue consists
    of:  18




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##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010


2009Service revenue

$
4,960


$
6,7381% clindamycin and 5% benzoyl peroxide gel (IDP-111) profit share


9,298



Other royalties


3,425



1,849License payments


701



GSK Collaboration


4,139



3,318Total specialty pharmaceuticals services and alliance revenue

$
22,523


$
11,905       March 31,


March 31,2010


2009RevenuesU.S.

$
106,067


$
74,496Poland


33,182



27,754Mexico


32,575



24,587Other


60,167



51,086Total

$
231,991


$
177,923     March 31,


December 31,2010


2009Total AssetsSpecialty pharmaceuticals

$
693,978


$
699,354Branded generics  Europe


188,833



184,862Branded generics  Latin America


243,324



161,372Alliances


5,062



8,905Corporate


241,757



250,986Total

$
1,372,954


$
1,305,479  19




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 31,2010

2009Sales:McKesson

$
40,905


$
33,259Cardinal


26,767



21,246Percentage of total product sales:McKesson


20
%


22
%Cardinal


13
%


14
%   16.
    Alliance
    Revenue    2010


2009Ribavirin royalty

$
4,961


$
13,1851% clindamycin and 5% benzoyl peroxide gel (IDP-111) profit share


9,298



Other royalties


3,425



1,849License payments


701



GSK Collaboration


4,139



3,318Total alliance revenue

$
22,524


$
18,352   17.
    Related
    Parties      18.
    Condensed
    Consolidating Financial Information  Regulation S-X, Rule 3-10.
 20




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Condensed
    Consolidating Balance Sheet
    March 31, 2010
    (Unaudited)
  VPI


Guarantors


Non-Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
32,143


$
115,160


$



$
147,303Marketable securities






7,979











7,979Accounts receivable, net






67,074



96,776



(143
)


163,707Intercompany receivables






150,907



25,496



(176,403
)


Inventories, net






19,673



93,133



(1,087
)


111,719Prepaid expenses


70



14,402



4,148







18,620Current deferred tax assets, net






61,192



14,150







75,342Income taxes receivable










2,515







2,515Total current assets


70



353,370



351,378



(177,633
)


527,185Property, plant and equipment, net






9,574



118,953







128,527Deferred tax assets, net






30,857



5,087







35,944Goodwill






118,706



78,232







196,938Intangible assets, net






368,134



98,924







467,058Investment in subsidiaries


613,351



10,274







(623,625
)


Intercompany receivables


423,859



150,000



100,910



(674,769
)


Other assets


8,130



3,182



5,990







17,302Total non-current assets


1,045,340



690,727



408,096



(1,298,394
)


845,769$
1,045,410


$
1,044,097


$
759,474


$
(1,476,027
)

$
1,372,954LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Trade payables

$



$
14,771


$
24,487


$



$
39,258Intercompany payables






25,496



150,907



(176,403
)


Accrued liabilities


237



169,121



45,500



(163
)


214,695Notes payable and current portion of long-term debt


48,111



11



953







49,075Deferred revenue






17,576



285







17,861Income taxes payable






1,416



8,868







10,284Current deferred tax liabilities, net










554







554Current liabilities for uncertain tax positions






646











646Total current liabilities


48,348



229,037



231,554



(176,566
)


332,373Long-term debt, less current portion


552,892







966







553,858Deferred tax liabilities, net


1,233







11,154







12,387Liabilities for uncertain tax positions






12,538



765







13,303Intercompany payables






524,769



150,000



(674,769
)


Other liabilities






11,210



6,865







18,075Liabilities of discontinued operations


















Total non-current liabilities


554,125



548,517



169,750



(674,769
)


597,623Total liabilities


602,473



777,554



401,304



(851,335
)


929,996Total Valeant stockholders equity


442,937



266,543



358,149



(624,692
)


442,937Noncontrolling interest










21







21Total stockholders equity


442,937



266,543



358,170



(624,692
)


442,958$
1,045,410


$
1,044,097


$
759,474


$
(1,476,027
)

$
1,372,954  21




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 31, 2009
    (Unaudited)
  VPI


Guarantors


Non-Guarantors


Eliminations


ConsolidatedASSETSCurrent Assets:Cash and cash equivalents

$



$
26,182


$
41,898


$



$
68,080Marketable securities






13,781



4







13,785Accounts receivable, net






80,443



90,706



(141
)


171,008Intercompany receivables






93,488



32,128



(125,616
)


Inventories, net






21,159



85,086



(345
)


105,900Prepaid expenses


116



12,700



3,773







16,589Current deferred tax assets, net






69,917



7,351







77,268Income taxes receivable






1,630



1,954







3,584Total current assets


116



319,300



262,900



(126,102
)


456,214Property, plant and equipment, net






10,437



116,374







126,811Deferred tax assets, net


9,575



23,406



4,656







37,637Goodwill






118,706



76,644







195,350Intangible assets, net






370,988



99,358







470,346Investment in subsidiaries


524,457



12,613







(537,070
)


Intercompany receivables


426,124



150,000



100,905



(677,029
)


Other assets


9,510



3,384



6,227







19,121Total non-current assets


969,666



689,534



404,164



(1,214,099
)


849,265$
969,782


$
1,008,834


$
667,064


$
(1,340,201
)

$
1,305,479LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Trade payables

$



$
9,426


$
27,979


$



$
37,405Intercompany payables






32,127



93,489



(125,616
)


Accrued liabilities






165,681



50,415



(164
)


215,932Notes payable and current portion of long-term debt


47,618



14



830







48,462Deferred revenue






21,330



282







21,612Income taxes payable






1,995



4,725







6,720Current deferred tax liabilities, net










358







358Current liabilities for uncertain tax positions






646











646Total current liabilities


47,618



231,219



178,078



(125,780
)


331,135Long-term debt, less current portion


551,005







1,122







552,127Deferred tax liabilities, net










7,728







7,728Liabilities for uncertain tax positions






12,391



724







13,115Intercompany payables






527,029



150,000



(677,029
)


Other liabilities






23,740



6,455







30,195Total non-current liabilities


551,005



563,160



166,029



(677,029
)


603,165Total liabilities


598,623



794,379



344,107



(802,809
)


934,300Total Valeant stockholders equity


371,159



214,455



322,937



(537,392
)


371,159Noncontrolling interest










20







20Total stockholders equity


371,159



214,455



322,957



(537,392
)


371,179$
969,782


$
1,008,834


$
667,064


$
(1,340,201
)

$
1,305,479  22




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Three Months Ended March 31, 2010
    (Unaudited)
  VPI


Guarantors


Non-Guarantors


Eliminations


ConsolidatedRevenues:Product sales

$



$
87,040


$
118,984


$
(1,517
)

$
204,507Service revenue






3,388



1,570



2



4,960Alliance revenue






22,524











22,524Total revenues






112,952



120,554



(1,515
)


231,991Costs and expenses:Cost of goods sold (excluding amortization)






12,985



42,289



(1,071
)


54,203Cost of services






1,856



1,310







3,166Selling, general and administrative






34,220



36,321







70,541Research and development costs, net






8,239



2,163







10,402Special charges and credits






538











538Restructuring and acquisition-related costs






128



896







1,024Amortization expense






15,853



3,477







19,330Total costs and expenses






73,819



86,456



(1,071
)


159,204Income (loss) from operations






39,133



34,098



(444
)


72,787Other income (expense), net including translation and exchange


42,747



299



(823
)


(42,747
)


(524
)Loss on early extinguishment of debt


















Interest income






873



369



(783
)


459Interest expense


(12,991
)


(124
)


(758
)


783



(13,090
)Income from continuing operations before income taxes


29,756



40,181



32,886



(43,191
)


59,632Provision (benefit) for income taxes


(6,260
)


17,224



13,066







24,030Income from continuing operations


36,016



22,957



19,820



(43,191
)


35,602Income (loss) from discontinued operations, net of tax






(4
)


419







415Net income


36,016



22,953



20,239



(43,191
)


36,017Less: Net income attributable to noncontrolling interest










1







1Net income attributable to Valeant

$
36,016


$
22,953


$
20,238


$
(43,191
)

$
36,016  23




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Operations
    For the Three Months Ended March 31, 2009
    (Unaudited)
  VPI


Guarantors


Non-Guarantors


Eliminations


ConsolidatedRevenues:Product sales

$



$
67,888


$
86,239


$
(1,294
)

$
152,833Service revenue






5,200



1,610



(72
)


6,738Alliance revenue






18,352











18,352Total revenues






91,440



87,849



(1,366
)


177,923Costs and expenses:Cost of goods sold (excluding amortization)






11,589



30,097



(1,989
)


39,697Cost of services






3,247



1,079







4,326Selling, general and administrative






35,730



28,486







64,216Research and development costs, net






8,064



681



(10
)


8,735Restructuring and acquisition-related costs






1,211











1,211Amortization expense






15,720



1,284







17,004Total costs and expenses






75,561



61,627



(1,999
)


135,189Income (loss) from operations






15,879



26,222



633



42,734Other income, net including translation and exchange


35,839



56



1,156



(35,839
)


1,212Gain on early extinguishment of debt


4,599















4,599Interest income






357



1,484



(6
)


1,835Interest expense


(7,733
)


(229
)


(57
)


6



(8,013
)Income from continuing operations before income taxes


32,705



16,063



28,805



(35,206
)


42,367Provision for income taxes


1,510



836



9,223







11,569Income from continuing operations


31,195



15,227



19,582



(35,206
)


30,798Income (loss) from discontinued operations, net of tax






(121
)


519







398Net income


31,195



15,106



20,101



(35,206
)


31,196Less: Net income attributable to noncontrolling interest










1







1Net income attributable to Valeant

$
31,195


$
15,106


$
20,100


$
(35,206
)

$
31,195  24




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Three Months Ended March 31, 2010
    (Unaudited)
  VPI


Guarantors


Non-Guarantors


Eliminations


ConsolidatedCash flows from operating activities:Net cash provided by operating activities

$
9,662


$
49,077


$
9,410


$



$
68,149Cash flows from investing activities:Capital expenditures






(309
)


(3,580
)






(3,889
)Proceeds from sale of assets










280







280Proceeds from investments






5,670



4







5,674Acquisition of businesses, license rights and product lines






(12,000
)


(3,107
)






(15,107
)Cash flow from investing activities in continuing operations






(6,639
)


(6,403
)






(13,042
)Cash flow from investing activities in discontinued operations






3,308



(2,494
)






814Net cash (used in) provided by investing activities






(3,331
)


(8,897
)






(12,228
)Cash flows from financing activities:Payments on long-term debt and notes payable






(3
)


(176
)






(179
)Proceeds from issuance of long-term debt and notes payable


















Stock option exercises and employee stock purchases


21,792















21,792Payments of employee withholding taxes related to equity awards


(1,165
)














(1,165
)Excess tax deduction from stock options exercised


1,599















1,599Intercompany


(31,888
)


(39,782
)


71,670







Cash flow from financing activities in continuing operations


(9,662
)


(39,785
)


71,494







22,047Cash flow from financing activities in discontinued operations


















Net cash provided by (used in) financing activities


(9,662
)


(39,785
)


71,494







22,047Effect of exchange rate changes on cash and cash equivalents










1,255







1,255Net decrease in cash and cash equivalents






5,961



73,262







79,223Cash and cash equivalents at beginning of period






26,182



41,898







68,080Cash and cash equivalents at end of period

$



$
32,143


$
115,160


$



$
147,303  25




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statements of Cash Flows
    For the Three Months Ended March 31, 2009
    (Unaudited)
  VPI


Guarantors


Non-Guarantors


Eliminations


ConsolidatedCash flows from operating activities:Net cash provided by (used in) operating activities

$
(8,384
)

$
40,644


$
14,913


$
(11,500
)

$
35,673Cash flows from investing activities:Capital expenditures






(2,619
)


(4,457
)






(7,076
)Proceeds from sale of assets










255







255Proceeds from investments






13,349



192







13,541Purchase of investments










(802
)






(802
)Acquisition of businesses, license rights and product lines






(30,991
)


(1,220
)






(32,211
)Cash flow from investing activities in continuing operations






(20,261
)


(6,032
)






(26,293
)Cash flow from investing activities in discontinued operations






(12,634
)


2,361







(10,273
)Net cash (used in) provided by investing activities






(32,895
)


(3,671
)






(36,566
)Cash flows from financing activities:Payments on long-term debt and notes payable


(50,937
)


(84
)


(1,758
)






(52,779
)Proceeds from issuance of long-term debt and notes payable










2,006







2,006Stock option exercises and employee stock purchases


7,036















7,036Intercompany and dividends


52,285



(51,711
)


(12,074
)


11,500



Cash flow from financing activities in continuing operations


8,384



(51,795
)


(11,826
)


11,500



(43,737
)Cash flow from financing activities in discontinued operations


















Net cash provided by (used in) financing activities


8,384



(51,795
)


(11,826
)


11,500



(43,737
)Effect of exchange rate changes on cash and cash equivalents










(15,043
)






(15,043
)Net decrease in cash and cash equivalents






(44,046
)


(15,627
)






(59,673
)Cash and cash equivalents at beginning of period






56,280



143,302







199,582Cash and cash equivalents at end of period

$



$
12,234


$
127,675


$



$
139,909  26




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Commitments
    and Contingencies    SEC Investigation:
  Permax Product Liability Cases:
  Eli Lilly: No. 1:08-cv-1720-SEB-TAB
 27




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Spear Pharmaceuticals, Inc No. 07-821
      Tolmar Matter: No. 090-903,
  Other:
 28




---



##### Table of Contents



VALEANT
    PHARMACEUTICALS INTERNATIONAL
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      20.
    Subsequent
    Events              U.S.-based
 29




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q
  Company
    Overview
  Introduction
    Business
    Strategy
      start-up
  ®
      Segment
    Information
   30




---



##### Table of Contents



in vitro
  Alliance
    Revenue (Ribavirin Royalties only)
    Research
    and Development
    Collaboration
    Agreement with GSK
  first-in-class
     31




---



##### Table of Contents



Pharmaceutical
    Products
        Results
    of Operations
      Three Months Ended March 31,2010


2009(In thousands)RevenuesSpecialty pharmaceuticals product sales

$
120,742


$
86,313Specialty pharmaceuticals service and alliance revenue


22,523



11,905Branded generics  Europe product sales


41,708



35,338Branded generics  Latin America product sales


42,057



31,182Alliances (ribavirin royalties only)


4,961



13,185Consolidated revenues


231,991



177,923Costs and expensesCost of goods sold (excluding amortization)


54,203



39,697Cost of services


3,166



4,326Selling, general and administrative


70,541



64,216Research and development costs, net


10,402



8,735Special charges and credits


538



Restructuring and acquisition-related costs


1,024



1,211Amortization expense


19,330



17,004Income from operations

$
72,787


$
42,734  32




---



##### Table of Contents



Product Sales Revenues:
      Specialty Pharmaceuticals Service and Alliance
    Revenue
  Three Months Ended March 31,2010


2009Service revenue

$
4,960


$
6,738Specialty pharmaceuticals alliance revenue:Royalties


3,425



1,8491% clindamycin and 5% benzoyl peroxide gel profit share


9,298



License payments


701



GSK Collaboration


4,139



3,318Total specialty pharmaceuticals alliance revenue


17,563



5,167Total specialty pharmaceuticals service and alliance revenue

$
22,523


$
11,905   in vitro
     33




---



##### Table of Contents



Alliance Revenue (Ribavirin Royalties
    only):
  Gross Profit Margin:
    Three Months Ended March 31,


Increase


Percentage2010


2009


(Decrease)


ChangeGross Profit (excluding amortization)Specialty pharmaceuticals

$
97,739


$
70,949


$
26,790



38
%% of product sales


81
%


82
%Branded generics  Europe


23,576



18,921



4,655



25
%% of product sales


57
%


54
%Branded generics  Latin America


29,092



23,285



5,807



25
%% of product sales


69
%


75
%Corporate


(103
)


(19
)


(84
)


NM% of product sales










Consolidated gross profit

$
150,304


$
113,136


$
37,168



33
%% of product sales


73
%


74
%Amortization  product relatedSpecialty pharmaceuticals

$
14,992


$
13,671


$
1,321



10
%Branded generics  Europe


822



234



588



251
%Branded generics  Latin America


1,029



779



250



32
%Total amortization  product related

$
16,843


$
14,684


$
2,159



15
%Gross Profit (including amortization)Specialty pharmaceuticals

$
82,747


$
57,278


$
25,469



44
%% of product sales


69
%


66
%Branded generics  Europe


22,754



18,687



4,067



22
%% of product sales


55
%


53
%Branded generics  Latin America


28,063



22,506



5,557



25
%% of product sales


67
%


72
%Corporate


(103
)


(19
)


(84
)


NM% of product sales










Consolidated gross profit

$
133,461


$
98,452


$
35,009



36
%% of product sales


65
%


64
%      34




---



##### Table of Contents



Selling, General and Administrative
    Expenses:
  Research and Development Costs:
  Special Charges and Credits:
  Restructuring Costs:
  Acquisition-Related Costs:
  Amortization:
  Interest Expense and Income:
  Gain on Early Extinguishment of Debt:
  Other Income/Expense, Net, Including Translation and
    Exchange:
  Income Taxes:
 35




---



##### Table of Contents



Income from Discontinued Operations, Net:
  Sources
    and Uses of Cash
    Sources
    of Cash:
  
    $68.1 million of cash from operations;
    $21.8 million of proceeds from stock option exercises and
    employee stock purchases; and
    $3.3 million of proceeds related to the sale of our
    Infergen product rights, sold to Three Rivers Pharmaceuticals,
    LLC in January 2008.  Uses
    of Cash:
  
    $12.0 million related to a co-marketing agreement with
    Spear;
    $3.9 million of payments made for capital
    expenditures; and
    $2.5 million of payments made for liabilities related to
    the sale of the WEEMEA business.       36




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##### Table of Contents



Liquidity
    and Capital Resources
          Off-Balance
    Sheet Arrangements
  Form 10-K Form 10-K).
  Products
    in Development
  Retigabine
   37




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##### Table of Contents



Taribavirin
    Dermatology
    Products
            Foreign
    Operations
   38




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##### Table of Contents



Critical
    Accounting Policies and Estimates
  Form 10-K
  Form 10-K. Form 10-K.
  Recent
    Accounting Standards
    Other
    Financial Information
    Forward-Looking
    Statements
  Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk   39




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##### Table of Contents



Notional/

Assets (Liabilities)Contract

Carrying

FairDescription

Amount

Value

ValueUndesignated hedges

$
30,529


$
(140
)

$
(140
)Net investment derivative contracts

$
24,550


$
29


$
29     Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rule 13a-15(e)
  Changes
    in Internal Control over Financial Reporting
   40




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-Q, Form 10-K Form 10-K Form 10-K. Form 10-K,
  Legislative
    or regulatory reform of the healthcare system may affect our
    ability to sell our products profitably.
        Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  24-month
 41




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description3
.1

Restated Certificate of Incorporation, as amended to date,
    previously filed as Exhibit 3.1 to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 2003 (No. 03995078), which is incorporated herein by
    reference.3
.2

Certificate of Designation, Preferences and Rights of Series A
    Participating Preferred Stock, previously filed as Exhibit 3.1
    to the Registrants Current Report on Form 8-K, filed
    October 6, 2004 (No. 041068838), which is incorporated herein by
    reference.3
.3

Amended and Restated Bylaws of the Registrant, previously filed
    as Exhibit 3.3 to the Registrants Annual Report on Form
    10-K for the year ended December 31, 2009, which is incorporated
    herein by reference.4
.1

Form of Rights Agreement, dated as of November 2, 1994, between
    the Registrant and American Stock Transfer & Trust Company,
    as Trustee, previously filed as Exhibit 4.3 to the
    Registrants Registration Statement on Form 8-A, filed
    November 10, 1994 (No. 94558814), which is incorporated herein
    by reference.4
.2

Amendment No. 1 to Rights Agreement, dated as of October 5,
    2004, previously filed as Exhibit 4.1 to the Registrants
    Current Report on Form 8-K, filed October 6, 2004 (No.
    041068838), which is incorporated herein by reference.4
.3

Amendment No. 2 to Rights Agreement, dated as of June 5, 2008,
    by and between Valeant Pharmaceuticals International and
    American Transfer & Trust Company as Rights Agent,
    previously filed as Exhibit 4.3 to the Registrants
    Amendment No. 4 to Form 8-A/A, filed June 6, 2008, which is
    incorporated herein by reference.4
.4

Amendment No. 3 to Rights Agreement, dated as of May 15, 2009,
    by and between Valeant Pharmaceuticals International and
    American Transfer & Trust Company as Rights Agent,
    previously filed as Exhibit 4.4 to the Registrants
    Amendment No. 5 to Form 8-A/A, filed May 15, 2009, which is
    incorporated herein by reference.10
.1

Description of Registrants annual incentive plan for
    fiscal year 2010, previously described in Item 5.02 of the
    Registrants Current Report on Form 8-K, filed January 11,
    2010, which is incorporated herein by reference.10
.2

Employment Agreement, dated as of March 23, 2010, between J.
    Michael Pearson and Valeant Pharmaceuticals International,
    previously filed as Exhibit 10.1 to the Registrants
    Current Report on Form 8-K, filed March 29, 2010, which is
    incorporated herein by reference.10
.3

Amendment to Employment Offer Letter, dated as of March 31,
    2010, between Bhaskar Chaudhuri and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.1 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.4

Amendment to Employment Offer Letter, dated as of March 30,
    2010, between Rajiv De Silva and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.2 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.5

Amendment to Employment Offer Letter, dated as of March 30,
    2010, between Elisa Karlson and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.3 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.6

Amendment to Employment Offer Letter, dated as of March 30,
    2010, between Steve T. Min and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.4 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.7

Exchange and Registration Rights Agreement, dated as of April 9,
    2010, by and among the Company, Goldman, Sachs & Co. as
    Representative of the several Initial Purchasers named therein
    and the Guarantors (as defined therein), relating to the
    7.625% Senior Notes due 2020, previously filed as Exhibit
    99.1 to the Registrants Current Report on Form 8-K, filed
    April 12, 2010, which is incorporated herein by reference. 42




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##### Table of Contents



ExhibitNumber

Description10
.8

Indenture, dated as of April 9, 2010, by and among the Company,
    the Guarantors named therein and The Bank of New York Mellon
    Trust Company, N.A., as Trustee, relating to the
    7.625% Senior Notes due 2020, previously filed as Exhibit
    99.2 to the Registrants Current Report on Form 8-K, filed
    April 12, 2010, which is incorporated herein by reference.10
.9

Purchase Agreement, dated as of April 6, 2010, by and among the
    Company, the Purchasers named in Schedule I thereto and the
    Guarantors (as defined therein), relating to the
    7.625% Senior Notes due 2020, previously filed as Exhibit
    99.3 to the Registrants Current Report on Form 8-K, filed
    April 12, 2010, which is incorporated herein by reference.15
.1

Review Report of Independent Registered Public Accounting Firm.15
.2

Awareness Letter of Independent Registered Public Accounting
    Firm.31
.1

Certification of Chief Executive Officer pursuant to Rule
    13a-14(a) under the Exchange Act and Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Rule
    13a-14(a) under the Exchange Act and Section 302 of the
    Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive Officer and Chief Financial
    Officer of Periodic Financial Reports pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350.     
    
    Management contract or compensatory plan or arrangement. 43




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##### Table of Contents



SIGNATURES  Form 10-Q
  Valeant Pharmaceuticals
    International
   J.
    Michael Pearson
  J. Michael Pearson
 Chairman and Chief Executive Officer
    Peter
    J. Blott
  Peter J. Blott
 Executive Vice President and Chief Financial Officer
 (Principal Financial and Accounting Officer)
   44




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Restated Certificate of Incorporation, as amended to date,
    previously filed as Exhibit 3.1 to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended September
    30, 2003 (No. 03995078), which is incorporated herein by
    reference.3
.2

Certificate of Designation, Preferences and Rights of Series A
    Participating Preferred Stock, previously filed as Exhibit 3.1
    to the Registrants Current Report on Form 8-K, filed
    October 6, 2004 (No. 041068838), which is incorporated
    herein by reference.3
.3

Amended and Restated Bylaws of the Registrant, previously filed
    as Exhibit 3.3 to the Registrants Annual Report on Form
    10-K for the year ended December 31, 2009, which is incorporated
    herein by reference.4
.1

Form of Rights Agreement, dated as of November 2, 1994, between
    the Registrant and American Stock Transfer & Trust Company,
    as Trustee, previously filed as Exhibit 4.3 to the
    Registrants Registration Statement on Form 8-A, filed
    November 10, 1994 (No. 94558814), which is incorporated herein
    by reference.4
.2

Amendment No. 1 to Rights Agreement, dated as of October 5,
    2004, previously filed as Exhibit 4.1 to the Registrants
    Current Report on Form 8-K, filed October 6, 2004 (No.
    041068838), which is incorporated herein by reference.4
.3

Amendment No. 2 to Rights Agreement, dated as of June 5, 2008,
    by and between Valeant Pharmaceuticals International and
    American Transfer & Trust Company as Rights Agent,
    previously filed as Exhibit 4.3 to the Registrants
    Amendment No. 4 to Form 8-A/A, filed June 6, 2008, which is
    incorporated herein by reference.4
.4

Amendment No. 3 to Rights Agreement, dated as of May 15, 2009,
    by and between Valeant Pharmaceuticals International and
    American Transfer & Trust Company as Rights Agent,
    previously filed as Exhibit 4.4 to the Registrants
    Amendment No. 5 to Form 8-A/A, filed May 15, 2009, which is
    incorporated herein by reference.10
.1

Description of Registrants annual incentive plan for
    fiscal year 2010, previously described in Item 5.02 of the
    Registrants Current Report on Form 8-K, filed January 11,
    2010, which is incorporated herein by reference.10
.2

Employment Agreement, dated as of March 23, 2010, between J.
    Michael Pearson and Valeant Pharmaceuticals International,
    previously filed as Exhibit 10.1 to the Registrants
    Current Report on Form 8-K, filed March 29, 2010, which is
    incorporated herein by reference.10
.3

Amendment to Employment Offer Letter, dated as of March 31,
    2010, between Bhaskar Chaudhuri and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.1 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.4

Amendment to Employment Offer Letter, dated as of March 30,
    2010, between Rajiv De Silva and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.2 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.5

Amendment to Employment Offer Letter, dated as of March 30,
    2010, between Elisa Karlson and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.3 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.6

Amendment to Employment Offer Letter, dated as of March 30,
    2010, between Steve T. Min and Valeant Pharmaceuticals
    International, previously filed as Exhibit 10.4 to the
    Registrants Current Report on Form 8-K, filed April 5,
    2010, which is incorporated herein by reference.10
.7

Exchange and Registration Rights Agreement, dated as of April 9,
    2010, by and among the Company, Goldman, Sachs & Co. as
    Representative of the several Initial Purchasers named therein
    and the Guarantors (as defined therein), relating to the
    7.625% Senior Notes due 2020, previously filed as Exhibit
    99.1 to the Registrants Current Report on Form 8-K, filed
    April 12, 2010, which is incorporated herein by reference.10
.8

Indenture, dated as of April 9, 2010, by and among the Company,
    the Guarantors named therein and The Bank of New York Mellon
    Trust Company, N.A., as Trustee, relating to the
    7.625% Senior Notes due 2020, previously filed as Exhibit
    99.2 to the Registrants Current Report on Form 8-K, filed
    April 12, 2010, which is incorporated herein by reference. 45




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##### Table of Contents



ExhibitNumber

Description10
.9

Purchase Agreement, dated as of April 6, 2010, by and among the
    Company, the Purchasers named in Schedule I thereto and the
    Guarantors (as defined therein), relating to the
    7.625% Senior Notes due 2020, previously filed as Exhibit
    99.3 to the Registrants Current Report on Form 8-K, filed
    April 12, 2010, which is incorporated herein by reference.15
.1

Review Report of Independent Registered Public Accounting Firm.15
.2

Awareness Letter of Independent Registered Public Accounting
    Firm.31
.1

Certification of Chief Executive Officer pursuant to Rule
    13a-14(a) under the Exchange Act and Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Rule
    13a-14(a) under the Exchange Act and Section 302 of the
    Sarbanes-Oxley Act of 2002.32


Certification of Chief Executive Officer and Chief Financial
    Officer of Periodic Financial Reports pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350.     
    
    Management contract or compensatory plan or arrangement. 46