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Committee Charters

Charter of the Compensation Committee of the Board of Directors
Charter of the Finance and Audit Committee of the Board of Directors
Charter of the Corporate Governance/Nominating Committee of the Board of Directors

Charter of the Compensation Committee of the Board of Directors Of VALEANT PHARMACEUTICALS INTERNATIONAL (a Delaware corporation)

Purpose

The Compensation Committee, as delegated by the Board of Directors (the "Board"), develops and administers a system of employee long-term and short-term compensation and performance-oriented incentives that are appropriate, competitive and properly reflect the objectives of the Company. The duties of the Committee include (a) administration of the Company's annual incentives, equity and long-term incentive plans, (b) adoption and review of major compensation plans including Board compensation and (c) approval of compensation for the chief executive officer, corporate officers and certain senior management.

Composition and Qualifications

The Committee will report to the Board of Directors and will consist of at least three members who will be appointed or removed as appropriate by the Board. Each member of the Committee must meet the requirements to qualify as an outside Director under section 162(m) of the Internal Revenue Code and a non-employee Director under Section 16 of the Securities Exchange Act of 1934 as well as the independence rules as defined in the New York Stock Exchange Listing Standards. No person may be a member of the Committee if the Director's service on the Committee would violate any restriction of the Internal Revenue Code, or any rule imposed by the Securities and Exchange Commission ("SEC") or any exchange on which shares of the common stock of the Company are traded.

Duties and Responsibilities

The Committee will have the following responsibilities and authority:

1.		To review and approve (consistent with authority delegated by the Board) policies, practices and procedures of the Company relating to the compensation of officers and other senior management.
2.		To review the benefits provided under the Company's employee benefit plans.
3.		To annually report to the Board on the Company's compensation policies, practices and procedures and to gain Board approval on any compensation matter that exceeds the Committee's authority as delegated by the Board.
4.		To review and approve corporate goals and objectives relevant to CEO compensation.
5.		To evaluate the CEO's performance consistent with the approved goals and objectives and, either as a committee or together with other independent Directors (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation.
6.		To review, at least annually, the performance of the senior executive officers of the Company.
7.		To advise and consult with the Company's senior executive officers regarding managerial personnel and development matters.
8.		To review and to make recommendations to the Board at least annually with respect to the compensation (including compensation under the incentive-compensation plans and equity-based plans that are subject to Board approval) of the senior executive officers of the Company.
9.		To interpret, administer and make awards to employees under the Company's stock incentive plans and to exercise other authority granted to the Committee by such plans, and to review and approve management's recommendations as to stock and compensation awards.
10.		To review and make recommendations to the Board as to any contractual or other special employment arrangements for new executive officers and any material changes to existing arrangements for executive officers.
11.	To review and recommend for inclusion in the proxy the Committee Report and the Compensation Discussion and Analysis on executive officer compensation as required by the SEC.
12.	To perform such other duties as the Board may assign to the Committee.
13.	To periodically review this Charter and make recommendations to the Board regarding changes the Committee deems appropriate.
14.	To conduct investigations, studies and surveys, and review compensation practices in relevant industries to make certain that the Company remains competitive and is able to recruit and retain highly qualified personnel.
15.	To establish an annual calendar for the orderly management of its responsibilities.
16.	To report to the Board of Directors with respect to the Committee's activities.
17.	At the direction of the full Board, to evaluate the competitiveness of Directors compensation and make recommendations to the full Board as appropriate.
18.	To annually evaluate the performance of the Committee.

Meetings

The Committee will meet as frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair shall, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Committee members may also raise subjects that are not on the agenda at any meeting. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. The Committee Chair shall supervise the conduct of the meetings and shall have other responsibilities, which the Committee may designate from time to time. The Committee may ask any officer or employee of the Company, or any representative of the Company's advisors, to attend any meetings and to provide such pertinent information as the Committee may request.

Resources and Authority

The Committee shall have appropriate resources and authority to discharge its responsibilities, including appropriate funding in such amount as the Committee deems necessary, to compensate any consultants and any independent advisors retained by the Committee. The Committee will have sole authority to retain and/or terminate such compensation consultants or compensation consulting firms as the Committee may deem appropriate. The Committee may also retain independent counsel and other independent advisors to assist in carrying out its responsibilities. The Committee will have sole authority to approve related fees and retention terms. In its sole discretion, the Committee will have the authority to delegate any of its responsibilities to subcommittees as appropriate.

This Charter will be included on the Company's website and will be made available in print upon request sent to the Company's Chief Governance Officer & Corporate Secretary.

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Charter of the Finance and Audit Committee of the Board of Directors of VALEANT PHARMACEUTICALS INTERNATIONAL (a Delaware corporation)

Purpose

The primary function of the Finance and Audit Committee (the "Committee") is to assist the Board of Directors in monitoring (a) the integrity of the Company's financial statements, (b) the independent auditors' qualifications and independence, (c) the performance of the Company's internal audit function and independent auditors and (d) the Company's compliance with legal and regulatory requirements.

The Committee's mandate includes free and open communication between it and the Company's independent auditors, internal auditors and financial management. The Committee shall have the sole authority to appoint or replace the independent auditors (subject, if applicable, to shareholder ratification). The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit or related work. The independent auditors shall report directly to the Committee.

Composition and Qualifications

The Board of Directors shall appoint three or more directors to serve on the Committee, with one member appointed as Chair of the Committee. Members of the Committee shall meet the independence requirements and other qualifications prescribed by the New York Stock Exchange and the Securities and Exchange Commission (the "SEC"). Members of the Committee shall not serve on the audit committee of more than a total of three public companies.

Duties and Responsibilities

The Committee has the following responsibilities:

1.	Independent Auditors
	(A)	Appoint and replace the Company's independent auditors who shall report directly to the Committee. Review and evaluate the lead partner, and ensure rotation of the lead and concurring audit partners every five years.
	(B)	Review and discuss with the independent auditors the scope and timing of their audit, including the coordination of procedures and locations to be visited by the independent auditors and internal auditors. In conducting this review, the Committee will review with the independent auditors, internal auditors and Company financial management the risk assessments used in determining the audit scope.
	(C)	Except as otherwise permitted by applicable regulations, pre-approve all audit and permitted non-audit services (including the fees and terms thereof) by the independent auditors. Establish policies and procedures to govern management's engagement of the independent auditors for any permitted non-audit services.
	(D)	Review with management and the independent auditors the actual annual fees and expenses for the audit and for any other permitted services performed by the independent auditors. The Committee shall be directly responsible for approving the fees and expenses to be paid to the independent auditors.
	(E)	Discuss with the independent auditors the matters included in the annual written communication that the independent auditors are required to submit to the Company by the Independence Standards Board. Such discussions should include any relationships between the independent auditors and the Company that may impact the objectivity and independence of the independent auditors. Recommend that the Board of Directors take action, if appropriate, in response to the independent auditors' communication.
	(F)	At least annually, obtain and review a report by the independent auditors and consider, among other matters, the following:
			•	the competency and qualifications of the individuals involved in the audit,
			•	the quality of the audit process,
			•	responsiveness and service levels,
			•	appropriate audit firm executive involvement in the audit,
			•	the firm’s and the engagement team’s independence with respect to all relationships between the independent auditor and the Company and its management,
			•	the independent auditors’ quality control procedures, and
			•	any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by government or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the independent auditors, and any steps taken to address any such issues.
2.	Annual Financial Statements and Audit Results After the completion of each annual audit:
	(A)	Review the Company's accounting policies and practices and the annual financial statements to be included in the Company's Annual Report on Form 10-K and the related Management's Discussion and Analysis of Results of Operations and Financial Condition with the Company's financial management and the independent auditors. Recommend to the Board of Directors whether the audited financial statements should be included in the Company's Form 10-K.
	(B)	Meet with the independent auditors to review the results of their examination, including their opinion and any related comments. Discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 and 90 relating to the conduct of the audit.
	(C)	Secure the independent auditors' views about the appropriateness, not just the acceptability, of the Company's accounting policies and practices and the clarity of the financial disclosures used by management.
	(D)	Secure the independent auditors' views about whether management's choices of accounting policies are conservative, moderate or aggressive and as to whether alternative choices of policies would present a materially different financial position and results of operations. Resolve any disagreements between the independent accountants and management.
	(E)	Review with the independent auditors any audit problems or difficulties and management's response. Determine that no restrictions were placed by management on the scope of their examination or its implementation and that there was a free exchange of information.

	3.	Quarterly Financial Statements and Press Releases Review with the Company's financial management and independent auditors the quarterly financial statements to be included in the Company's quarterly reports on Form 10-Q and the related Management's Discussion and Analysis of Results of Operations and Financial Condition. Review and discuss with management the earnings press releases, and financial information and earnings guidance provided to securities analysts and ratings agencies. Review quarterly reports from the independent auditors required by applicable laws, regulations, or accounting standards.
	4.	Internal Controls
		(A)	Review with the independent auditors, the internal auditors and the Company's financial management the adequacy and effectiveness of the Company's internal controls and elicit any recommendations they may have for improvement.
		(B)	Review the adequacy of the internal audit function, including a review of the scope and results of its program, and the organizational structure, budget, staffing and qualifications of the internal audit department.
		(C)	Review any internal control deficiencies, disclosure policy deficiencies and management or employee fraud identified in connection with the Chief Executive Officer and Chief Financial Officer certifications provided to the SEC and with respect to Management's Report on Internal Control over Financial Reporting, which is included in the Annual Report on Form 10-K.
		(D)	Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
5.		Compliance Matters Review the processes and procedures established by the Company periodically to ensure that the Company complies with applicable legal and regulatory requirements, including without limitation related to product safety and quality and environmental, health and safety matters, and monitor, as the Committee determines to be appropriate under the circumstances, the Company's adherence to such requirements. Discuss with management the status and performance of the Company's compliance programs.
	6.	Conflicts of Interest Conduct a review of transactions or proposed transactions in which an executive officer of the Company or a senior financial officer of the Company has an interest that conflicts with the Company's interests and make recommendations to the Board of Directors regarding any such transaction. The Governance/Nominating Committee shall conduct such reviews in cases where the conflict, or potential conflict, involves a member of the Board of Directors.
	7.	Risk Management Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies.
	8.	Hiring Policies Set clear hiring policies for employees or former employees of the independent auditors.
	9.	Separate Meeting Sessions Periodically, meet separately with management, with the internal auditors and with the independent auditors privately.
	10.	Reporting Report regularly to the Board of Directors with respect to the Committee’s activities. Prepare the Committee report that is required by the SEC to be included in the Company’s proxy statement.
	12.	Charter Annually review the adequacy of the Committee charter, and request and obtain the approval of the Board of Directors for any proposed changes.
	13.	Annual Evaluation Annually review the performance of the Committee.

Meetings

The Committee shall meet as frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair shall, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Committee members may also raise subjects that are not on the agenda at any meeting. The Committee Chair, or a majority of the Committee members, may call a meeting of the Committee at any time. The Committee Chair shall supervise the conduct of the meetings and shall have other responsibilities, which the Committee may designate from time to time. The Committee may ask any officer or employee of the Company, or any representative of the Company's advisors, to attend any meetings and to provide such pertinent information as the Committee may request or to meet with any members or representatives of the Committee.

Resources and Authority

The Committee shall have appropriate resources and authority to discharge its responsibilities, including appropriate funding in such amount as the Committee deems necessary, to compensate any consultants and any independent advisors retained by the Committee. The Committee may also employ any outside experts, legal counsel or other personnel deemed by the Committee in its collective judgment to be reasonably necessary, and in the best interests of the Company, to enable the Committee to ably perform its duties and satisfy its responsibilities.

In carrying out its responsibilities, the Committee may conduct investigations relating to the Company's financial affairs, records, accounts, reports, controls or activities as the Committee, in its discretion, deems desirable or as the Board of Directors may, from time to time, request. The Committee will have free (and, if requested by the Committee, private) access to the Company's independent auditors and its internal auditing, financial management and legal counsel staffs, and any other personnel requested by the Committee, in order for the Committee to perform its duties and satisfy its responsibilities. In its sole discretion, the Committee will have the authority to delegate any of its responsibilities to subcommittees as appropriate.

This Charter will be included on the Company's website and will be made available in print upon request sent to the Company's Chief Governance Officer & Corporate Secretary.

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Charter of the Corporate Governance/Nominating Committee of the
Board of Directors of VALEANT PHARMACEUTICALS INTERNATIONAL (a Delaware corporation)

Purpose

The Corporate Governance/Nominating Committee of the Board of Directors of Valeant Pharmaceuticals International (a) develops and recommends to the Board a set of corporate governance principles applicable to the Company, (b) identifies individuals qualified to become Board members, consistent with criteria approved by the Board, and recommends that the Board select the director nominees for the next annual meeting of shareholders, (c) recommends candidates to fill Board vacancies and newly-created director positions, (d) recommends whether incumbent directors should be nominated for re-election to the Board upon the expiration of their terms, (e) oversees the evaluation of the Board and management and (f) designs governance practices to meet the needs of the Company and enhance Board effectiveness.

Composition and Qualifications

The size of the Committee shall be determined by the Board, subject to any requirements or limitations in the Company's certificate of incorporation or by-laws. The Board believes that the Committee should always have at least three members. Each Committee member will be "independent" under the rules of the New York Stock Exchange. Desirable qualifications for Committee members include experience in corporate governance, business management, personnel or human resources management, and organizational behavior. The Board appoints Committee members. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member. The Committee will report to the Board of Directors.

Duties and Responsibilities

The Committee has the following duties and responsibilities:

1.	Develop Corporate Governance Guidelines. The Committee shall develop and recommend to the Board corporate governance guidelines applicable to the Corporation. At least annually, the Committee shall review those guidelines and recommend changes, if appropriate.
2.	Succession Planning. At least annually, the Committee shall report to the Board on CEO succession planning, which shall include a review and assessment of the Company's policies and principles for CEO succession on both a planned and emergency basis. In consultation with the Board and the CEO, the Committee shall, as part of the succession planning process, evaluate and make recommendations to the Board with respect to potential successors to the CEO. The Committee shall also review annually, and report to the Board periodically, on the Company's policies and programs with respect to succession planning for and the development of other senior management personnel.
3.	Review Possible Conflicts of Interest. The Committee shall consider possible conflicts of interest of Board members and make recommendations to prevent, minimize, or eliminate such conflicts of interest. The Committee shall recommend to the Board that the Company promptly disclose any waiver of the Company's conflict of interest policy for a Director and shall include in the Company's governance guidelines information relating to the complaint helpline access procedures.
4.	Director Independence. The Committee shall review and make recommendations to the Board regarding the determination of independent status of each Director on an annual basis.
5.	Board Assessment. The Committee shall oversee the evaluation of the Board, Board committees, Chairman, and individual directors.
6.	Evaluate Incumbent Directors. The Committee shall evaluate whether an incumbent director should be nominated for re-election to the Board. The Committee will use the same factors established for new director candidates to make its evaluation and will also take into account the incumbent director's performance as a Board member.
7.	Identify New Director Candidates.. The Committee shall identify individuals believed to be qualified to become Board members and recommend candidates to the Board to fill new or vacant positions. In recommending candidates, the Committee shall consider such factors as it deems appropriate consistent with the factors in the Company's corporate governance guidelines. These factors may include judgment, integrity, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Committee shall also review the qualifications of, and make recommendations to the Board regarding, director nominations submitted to the Company in accordance with the Company's by-laws or otherwise.
8.	Other Delegated Duties or Responsibilities. The Committee shall perform any other duties or responsibilities delegated to the Committee by the Board from time to time.
9.	Charter. The Committee shall annually review the adequacy of the Committee charter, and request and obtain the approval of the Board of Directors for any proposed changes.
10.	Recommendations as to the Board. The Committee shall make recommendations regarding the appropriate size of the Board and the effectiveness of the Board in fulfilling its obligations to the Company and its stockholders.
11.	Board Reports. The Committee shall report its activities to the Board in such manner and at such times as the Committee or the Board deems appropriate.
12.	Annual Evaluation. The Committee shall annually review the performance of the Committee.

Meetings

The Committee shall meet as frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair shall, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Committee members may also raise subjects that are not on the agenda at any meeting. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. The Committee Chair shall supervise the conduct of the meetings and shall have other responsibilities, which the Committee may designate from time to time. The Committee may ask any officer or employee of the Company, or any representative of the Company's advisors, to attend any meetings and to provide such pertinent information as the Committee may request or to meet with any members or representatives of the Committee.

Resources and Authority

The Committee shall have appropriate resources and authority to discharge its responsibilities, including appropriate funding in such amount as the Committee deems necessary, to compensate any consultants and any independent advisors retained by the Committee. The Committee shall have the sole authority to retain and terminate search firms to assist in the identification of Director candidates and the sole authority to set the fees and other retention terms of such search firms. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities. In its sole discretion, the Committee will have the authority to delegate any of its responsibilities to subcommittees as appropriate.

This Charter will be included on the Company's website and will be made available in print upon request sent to the Company's Chief Governance Officer & Corporate Secretary.

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