Charter of the
Board of Directors
VALEANT PHARMACEUTICALS INTERNATIONAL
(a Delaware corporation)
The primary function of the Executive Committee (the "Executive Committee") of Valeant Pharmaceuticals International, a Delaware corporation (the "Company") is to assist the Board of Directors of the Company (the "Board") in fulfilling its responsibilities to the stockholders of the Company relating to matters requiring action by the Board between its regularly scheduled meetings.
The Executive Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter.
The Executive Committee shall be comprised of at least three (3) directors of the Company, and the overall size of the Executive Committee shall be as determined by the Board. Each member of the Executive Committee shall serve at the pleasure of the Board and for such term or terms as the Board shall determine.
The Executive Committee shall meet as circumstances dictate. The agenda of each meeting will be prepared by the secretary of the Executive Committee and, whenever reasonably practicable, circulated to each member of the Executive Committee prior to the meeting date.
III. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Executive Committee will be authorized to perform the following functions on behalf of the Board: