Exhibit 4.2



 





EXHIBIT 4.2




AMENDMENT NO. 1 TO RIGHTS AGREEMENT



AMENDMENT NO. 1, dated as of October 5, 2004 (this “Amendment”), to the Rights
Agreement, dated as of November 2, 1994 (the “Rights Agreement”), between
Valeant Pharmaceuticals International, a Delaware corporation (the
“Corporation”), and American Stock Transfer & Trust Company (the “Rights
Agent”).



     WHEREAS, the Corporation and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);



     WHEREAS, the Corporation and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 26 of the Rights Agreement;



     WHEREAS, the Board of Directors of the Corporation has authorized and
adopted this Amendment at a meeting of directors duly called and held;



     NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:



     1. The first sentence of Section 3(a) of the Rights Agreement is amended
and restated in its entirety as follows:




“Until the earlier of (i) the close of business on the tenth day after
the Stock Acquisition Date or (ii) the close of business on the tenth day
(or such later date as may be determined by action of the Corporation’s
Board of Directors) after the date of the commencement by any Person
(other than the Corporation, any Subsidiary of the Corporation, any
employee benefit plan of the Corporation or of any Subsidiary of the
Corporation or any Person or entity organized, appointed or established
by the Corporation for or pursuant to the terms of any such plan) of a
tender or exchange offer the consummation of which would result in any
Person becoming an Acquiring Person (including, in the case of both (i)
and (ii), any such date which is after the date of this Agreement and
prior to the issuance of the Rights), the earlier of such dates being
herein referred to as the “Distribution Date,” (x) the Rights will be
evidenced by the certificates for shares of Common Stock registered in
the names of the holders thereof (which certificates shall also be deemed
to be Right Certificates) and not by separate Right Certificates and (y)
the right to receive Right Certificates will be transferable only in
connection with the transfer of the underlying shares of Common Stock
(including a transfer to the Corporation); provided, however, that if a
tender offer is terminated prior to the occurrence of a Distribution
Date, then no Distribution Date shall occur as a result of such tender
offer.”



     2. Section 7(a) of the Rights Agreement is amended to delete the date of
“November 1, 2004” and insert in lieu thereof the date of “November 1, 2009” as
the Final Expiration Date.



     3. The first sentence of Section 7(b) of the Rights Agreement is amended
and restated in its entirety as follows:



 









 






“The Purchase Price for each one one-hundredth of a share of Preferred
Stock pursuant to the exercise of a Right shall, as of October 5,
2004, be $100, subject to adjustment from time to time thereafter as
provided in the next sentence and in Sections 11 and 13(a) hereof and
shall be payable in accordance with paragraph (c) below.”



     4. Section 11(a)(ii) of the Rights Agreement is amended to delete the
phrase “, for a period of 60 days after the later of the occurrence of any such
event or the effective date of an appropriate registration statement under the
Act pursuant to Section 9 hereof,”.



     5. Section 23(a)(i) of the Rights Agreement is amended and restated in its
entirety as follows:




“The Board of Directors of the Corporation may, at its option, redeem all
but not less than all the then outstanding Rights at a redemption price
of $.01 per Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (such redemption price being hereinafter referred
to as the “Redemption Price”), at any time prior to the earlier of (x)
the close of business on the tenth day after the Stock Acquisition Date
or (y) the Final Expiration Date.”



     6. Section 23(a)(ii) of the Rights Agreement is deleted.



     7. The term “Agreement” as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.



     8. This Amendment shall be effective as of the date hereof and, except as
set forth herein, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.



     9. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.




	 	 	 	 	 
	 	Attest: 

 	 
	 	 	 
	 	By:  	/s/  Christina
de Vaca	 
	 	 	Name:  Christina
de Vaca	 	 
	 	 	Title:    Chief
Governance Officer
             and Corporate Secretary	 
	 
	 	Attest: 

 	 
	 	 	 	 	 
	 	By:  	/s/  Susan
Silber	 
	 	 	Name:  Susan
Silber	 	 
	 	 	Title:    Assistant
Secretary	 	 
	 





	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS
 INTERNATIONAL
 	 
	 	 	 	 	 
	 	By:  	/s/  Bary
G. Bailey	 
	 	 	Name:  Bary G. Bailey	 	 
	 	 	Title:    Executive
Vice President
             and
Chief Financial Officer	 
	 
	 	AMERICAN STOCK TRANSFER & 

 TRUST COMPANY	 
	 	 	 	 	 
	 	By:  	/s/  Herbert
J. Lemmer	 
	 	 	Name:  Herbert J. Lemmer	 	 
	 	 	Title:    Vice
President	 	 
	 









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