Charter of the Executive Committee
of the
Board of Directors
(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.


To fulfill its responsibilities and duties, the Executive Committee will be authorized to perform the following functions on behalf of the Board:

  1. Exercise in the intervals between the meetings of the Board, all of the powers of the Board in the management of the business and affairs of the Company, except as expressly limited by Delaware General Corporation Law or the By-Laws of the Company.
  2. All action taken by the Executive Committee is to be reported onto the Board periodically.
  3. Obtain the full Board's approval of this Charter and review and reassess this Charter as conditions dictate.