Amended and Restated Supply Agreement dated October 25, 2018 among Salix Pharmaceuticals, Inc., Valeant Pharmaceuticals Ireland Limited, Valeant Pharmaceuticals Luxembourg s. r.l. and Alfasigma S.p.A

General Supply Requirements. Subject to the terms hereof and during the Term, Alfa agrees to sell to Salix, and Salix agrees to purchase from Alfa, such quantities of the Compound Requirements as may be ordered by Salix from time to time for use in the Manufacture of the Products for Development and/or sale in the Territory in a manner consistent with the ARLA.

Purchase Obligations. From January 1, 2019 until the expiration of the Term:

Subject to ARTICLE 2.2.4, Salix shall be obligated to purchase from Alfa at least [***] of the Compound Requirements (the “Committed Quantity”). The Compound Requirements ordered by Salix from Alfa in excess of the Committed Quantity shall be referred to herein as the “Additional Quantity”, with respect to which Salix shall have the right (but not the obligation, except as set forth in ARTICLE 2.2.3) to purchase from Alfa pursuant to the terms hereof.

Salix may purchase up to a total of: (a) [***] of the Compound Requirements (which is part of the Additional Quantity) from [***], and (b) [***] of the Compound Requirements (which is part of the Additional Quantity) from [***]; provided, however, that if Salix is unable to purchase from [***] any amount of the Compound Requirements under paragraph (b) above in any given year, then Salix may purchase such amount from [***]; and provided, further, that if Salix is unable to purchase any such amount from [***] in a given year, then Salix may purchase such amount from [***] designated by Salix from time to time and reasonably satisfactory to Alfa (the “Third Party Manufacturer”).

Subject to ARTICLE 2.2.4, Salix shall be obligated to purchase from Alfa (a) [***] of the Additional Quantity that it does not purchase from [***] pursuant to paragraph (a) of ARTICLE 2.2.2, and (b) [***] of the Additional Quantity that it does not purchase from [***], [***], or [***]. For the avoidance of any doubt, in no event shall Salix be entitled during any calendar year to purchase from [***] an amount of the Compound in excess of [***] of the Compound Requirements.

In the event that Alfa is unable or unwilling to provide the amounts of the Compound ordered from Salix to meet Salix’s purchase obligations under ARTICLE 2.2.1 and ARTICLE 2.2.3, Salix may purchase such amounts from Third Party manufacturers selected by Salix in its sole discretion.

Costs. Alfa, at its sole expense, will provide all labor, utilities, equipment, raw materials and components necessary for manufacturing, shipping and storage of the Compound in compliance with the Specifications and the warranties contained in ARTICLE 6.1.

Change of Manufacturer and/or Facility by Alfa. The Compound to be provided by Alfa to Salix under this Agreement shall be from the Manufacturer and the Facility. Subject to the prior written approval of Salix (which approval shall not be unreasonably withheld or delayed but will be conditional upon receipt of necessary FDA approvals), Alfa may change the Manufacturer and/or the Facility. In such event, the obligations of Alfa under this Agreement shall continue and Alfa shall remain solely responsible for the performance of its obligations under this Agreement notwithstanding the appointment of a new Manufacturer or designation of a new Facility. Alfa shall use its commercially reasonable efforts to procure that the Manufacturer shall comply with all obligations of Alfa hereunder.

Price Terms. During the Term, Alfa shall sell the Compound to Salix, and Salix shall purchase the Compound from Alfa, at the price(s) and on the conditions set forth in SCHEDULE C, which prices shall be inclusive of the cost of carriage insurance and freight of the Compound to Salix subject to ARTICLE 3.2.

Delivery. Alfa shall deliver or have delivered the Compound [***] or [***]. Title and risk shall pass to Salix when the Compound is delivered by the carrier to the plant as set forth above or as otherwise designated by Salix from time to time. Anything to the contrary under this Agreement notwithstanding, any cost and expense arising out of delivery of the Compound from the major airport or seaport to [***] or to the plant in the Territory designated by Salix from time to time exceeding [***] miles shall be promptly reimbursed by Salix to Alfa.

Payment Terms. Salix will pay for each shipment within [***] after the relevant date of invoice. Payment shall be made by SWIFT (international communications) wire transfer in U.S. dollars to such bank account in Italy as designated by Alfa in writing for such purpose. Alfa shall be responsible for securing any governmental permits, or making any filings, with the Italian government required in connection with such payment.

Specifications. The Compound shall be manufactured, packaged, stored and shipped by Alfa fully in accordance with the Specifications set forth in SCHEDULE B. Alfa shall not make any change to the Specifications without the prior written consent of Salix, not to be unreasonably withheld or delayed, with both Parties acting in good faith. The Specifications may be changed by mutual agreement of the Parties, negotiations in respect of which will be conducted in good faith by the Parties; provided, however, that in the event such changes are required by the FDA, any regulatory authority, or cGMPs, such changes shall be made without the prior written consent of either Party.

Filings. At Salix’s request, Alfa shall promptly (but not later than [***] after receipt of such request) provide all technical data, know-how and other information relating to the Patents or the Technology Rights required and necessary to enable Salix to file the Applications with respect to the Products in compliance with all relevant FDA regulations.

Delivery Date. Salix will place firm orders by transmitting purchase orders for the Compound either electronically, by fax, or by mail. Each such purchase order shall identify the specific quantity of Compound ordered and the date of delivery for such Compound (the “Delivery Date”), which Delivery Date shall be no less than [***] from the date of delivery of the purchase order. Alfa shall notify Salix in writing within [***] of receipt of a purchase order if it is unable to make any scheduled delivery of Compound by the Delivery Date and shall state the reasons therefor. The absence of such notice constitutes a deemed acceptance by Alfa of the purchase order and a binding commitment by Alfa to the terms and conditions thereof, including the delivery terms and the Delivery Date.

Quantity. Subject to ARTICLE 2.2 and ARTICLE 5.2, there shall be no minimum purchase quantity obligations hereunder. Notwithstanding anything contained herein to the contrary, Salix will place purchase orders for quantities of Compound (a) equal to [***] of the amount listed in the first [***] of the forecast, and (b) no lower than [***], or higher than [***], of the amount listed in the subsequent [***]of the forecast. Except as provided in this ARTICLE 5.3, Alfa shall use commercially reasonable efforts to fulfill the purchase orders for quantities in excess by [***] of the quantities set forth in the forecast.

Quality Assurance. Alfa, at its sole expense, will perform all testing for the release of raw materials and components listed in the Specifications. Alfa will supply a chemical Certificate of Analysis with each batch of Compound and any other documentation required by law in connection therefor. Complete copies of all test results and/or assays will be submitted to Salix promptly following any reasonable request therefor during the Term.

Quality Agreement. On the Effective Date the Parties have entered into a Quality Agreement (the “Quality Agreement”), setting out the respective obligations of each Party with respect to quality matters relating to the Compound. Each Party shall comply with its obligations set forth in the Quality Agreement. The Parties may mutually agree to change the terms of the Quality Agreement from time to time, as needed. In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the terms of this Agreement shall control, except with respect to quality matters.

Alfa Warranties. Alfa warrants and undertakes that in respect of all Compound delivered:

as of the date of actual delivery to Salix, such Compound will comply fully with the Specifications and the Certificate of Analysis therefor provided pursuant to ARTICLE 5.4;

as of the date of actual delivery to Salix, (a) such Compound shall have been manufactured, packaged, labeled, stored and shipped fully in accordance with: (i) all relevant current good manufacturing practices (“cGMPs”); (ii) all applicable laws and regulations and requirements; (iii) and all commitments and undertakings made in any applicable regulatory filings; (b) title to such Compound shall pass to Salix

it will prepare and maintain all such batch records and samples as may be required for the manufacture of chemical compounds for pharmaceutical use of this type by any relevant regulatory authority, for the full period required under any applicable regulations.

Inspection Rights. Alfa confirms that it: (a) shall grant to Salix and its authorized representatives full access to all such records, documentation and data of Alfa or its Manufacturers, as Salix may reasonably require for the purpose of inspecting Alfa’s compliance with the warranties as set forth above; and (b) shall procure access for Salix to any Facility at which the Compound is manufactured, notwithstanding whether such Facility is within the control of Alfa or any Manufacturer; provided, however, that any such inspection or access will be at Salix’s sole cost and expense and will take place not more than once in each calendar year and shall take place upon reasonable notice to Alfa and during normal business hours; provided further, that Salix may exercise such audit and inspection rights on a more frequent basis to the extent required for cause due to (i) material quality reasons that necessitate immediate audit or inspection to the Facility (including with respect to compliance with cGMPs), or (ii) any notice or intimation from any regulatory authority.

Reporting. The Parties agree that:

both Parties shall promptly notify the other Party of any FDA inspection of the Facility by the FDA or any other government agency which relates to or could adversely affect the manufacture and/or supply of Compound hereunder;

both Parties shall promptly supply the other Party with all written communications to or from the FDA relating to the above; and

within [***] after the end of each calendar year, Salix shall provide Alfa with a written report detailing the quantities of the Compound purchased by Salix during such calendar year, from, respectively, [***], [***] and/or [***] pursuant to this Agreement; provided, however, that the provision of such information (a) shall be limited to only such information as required to detail the quantities of Compound purchased by Salix; (b) shall otherwise contain no confidential or proprietary information of [***], [***], or [***], which is not required for determining and detailing the quantities of Compound purchased by Salix; and (c) shall at all times be subject to Alfa’s obligations under Section 8.2 of this Agreement.

Quality Control Evaluation. Within [***] of receipt of each shipment of Compound, Salix may make a customary visual or other quality control evaluation of such shipment. To the extent Salix determines that any shipment of Compound hereunder fails to conform to the Specifications or shall have been manufactured, packaged or shipped under conditions which do not comply with this Agreement, Salix may reject the same by giving prompt written notice to Alfa within such [***] period. Such rejection notice shall specify the manner in which the Compound delivered fails to conform to the Specifications or otherwise meet the requirements hereof. If Salix fails to give such notice within such [***] period, Salix shall be deemed to have waived its right under this ARTICLE 6.4 to reject such shipment due to failure to conform to the Specifications or otherwise meet the requirements hereof; provided, however, that such waiver shall be without prejudice to the rights of Salix against Alfa in connection with any latent defect contained in the Compound supplied hereunder that could not be discovered within the [***] period above upon a customary or visual or other quality control evaluation on delivery; provided further, that if Salix becomes aware of any such latent defect, then Salix shall give written notice to Alfa relating to any such latent defect within [***] thereafter.

Disposal. Subject to ARTICLE 6.6, Salix shall not dispose of any non-conforming shipment without written authorization and instructions from Alfa, and Alfa shall promptly notify Salix as to the disposal thereof (at Alfa’s cost and expense) at the conclusion of any investigation by Alfa. In no event shall this investigation exceed [***] from receipt by Alfa of Salix’s written notice provided for in ARTICLE 6.4.

Disputes. Any dispute as to whether any shipment of Compound fails in whole or in part to meet the requirements hereof shall be resolved by an independent testing organization of recognized repute within the U.S. pharmaceutical industry agreed upon by the Parties, the appointment of which shall not be unreasonably withheld or delayed by either Party. The determination of such independent testing organization shall be in writing and, in the absence of fraud or manifest error, shall be final and binding upon the Parties. The cost and expense of such independent testing organization shall be paid by the Party who did not meet the requirements as determined by the independent testing organization with respect to such shipment.

Compound and Product. At any time during the Term, Alfa and its authorized representatives shall have the right to inspect or cause to be inspected (at Alfa’s sole cost and expense): (a) samples of (i) the Products for the sole purpose of ascertaining whether they are manufactured using the Compound, and (ii) the Compound for the sole purpose of ascertaining how it is used and handled, all in compliance with the manufacturing and quality standards established by FDA, and for only such purpose Alfa shall also have the right to visit such facilities where the Compound is stored and processed and/or such facilities where Product is manufactured to inspect the records and samples held at such facilities; and (b) books and records and any other documentation and data maintained by Salix or its Affiliates for the purpose of ascertaining the compliance by Salix with its purchase obligations under ARTICLE 2.2; provided, however, that such inspection under subsection (a) or (b) above shall not take

In Favor of Salix. Except as otherwise provided in ARTICLE 7.1, Alfa shall defend, indemnify and hold Salix and its Affiliates and their respective officers, directors and employees harmless from and against any and all claims, demands, losses, damages, liabilities (including without limitation, Product liability), settlement amounts, costs or expenses whatsoever (including reasonable legal fees and court costs) arising from or relating to any claim, action or proceeding made or brought against such person by a Third Party as a result of Alfa’s negligence, willful misconduct or breach of this Agreement (including, without limitation, Alfa’s failure to comply with the Specifications, any breach by Alfa of the warranties contained in ARTICLE 6.1 or otherwise any breach of the provisions of this Agreement by Alfa).

In Favor of Alfa. Except as otherwise provided in ARTICLE 7.1, Salix shall defend, indemnify and hold Alfa and its Affiliates and their respective officers, directors and employees harmless from and against any and all claims, demands, losses, damages, liabilities (including without limitation Product liability), settlement amounts, costs or expenses whatsoever (including reasonable legal fees and court costs) arising from or relating to any claim, action or proceeding made or brought against such person by a Third Party as a result of Salix’s manufacture, use, handle, sale and/or distribution of the Products and/or the storage, use and handle of the Compound, or otherwise any breach of the provisions of this Agreement by Salix.

Notice: Defense. In the event of any claim, action or proceeding for which a person is entitled to indemnity hereunder, the person seeking indemnity (“Claimant”) shall promptly notify the relevant Party (“Indemnitor”) of such matter in writing. Indemnitor shall then promptly assume responsibility for and shall have full control over such matter, including settlement negotiations and any legal proceedings. Claimant shall fully cooperate in Indemnitor’s handling and defense thereof; provided, however, that Indemnitor shall keep Claimant fully informed of the progress and conduct of any such negotiations or legal proceedings and shall not in any settlement or defense of the same make any admission or otherwise act in such a manner as may prejudice the continuing business or reputation of Claimant without the prior written consent of Claimant (such consent not to be unreasonably withheld or delayed).

Consequential Damages. Notwithstanding any provision of this Agreement to the contrary, neither Party shall under any circumstance be liable to the other for any indirect losses, lost profits, economic losses or other consequential damages, and in the event of any breach by either Party of the terms of this Agreement or otherwise in the event of the negligence of either Party, the damages recoverable shall be limited to such damages as may be suffered as a direct consequence of any such breach or negligence; provided, however, that such

Confidentiality by Salix. During the Term and for a period of [***] thereafter, Salix shall keep secret and confidential, and shall use all reasonable endeavors to procure that the same is kept confidential, all technical and scientific data, information, know-how and documentation disclosed by Alfa to Salix under the terms of this Agreement together with all information developed by it from any such information or documentation and all information, data and documentation supplied to it by Alfa in connection with this Agreement; provided, however, that such technical and scientific data, information, know-how and documentation received from Salix is at the time of disclosure and at all times remains Alfa’s confidential information and is not otherwise in the public domain. Salix shall not disclose the same to any Third Party except only as may be required in connection with the performance of its obligations hereunder or otherwise in connection with any license or sublicense granted or any potential investor in Salix, provided, however, that any such licensees, sublicensees or potential investors shall agree to be bound by the same conditions of confidentiality provisions agreed to by Salix herein.

Confidentiality by Alfa. During the Term and for a period of [***] thereafter, Alfa shall keep secret and confidential, and shall use all reasonable endeavors to procure that the same is kept confidential, all technical and scientific data, information, know-how and documentation disclosed by Salix to Alfa under the terms of this Agreement together with all information developed by it from any such information or documentation and all information, data and documentation supplied to it by Salix in connection with this Agreement; provided, however, that such technical and scientific data, information, know-how and documentation received from Alfa is at the time of disclosure and at all times remains Salix’s confidential information and is not otherwise in the public domain. Alfa shall not disclose the same to any Third Party except only as may be required in connection with the performance of its obligations hereunder or otherwise in connection with any other licensee of the Patent and/or Technology Rights in respect of any territory outside the Territory or any potential investor in Alfa; provided, however, that any such licensees or potential investors shall agree to be bound by the same conditions of confidentiality provisions agreed to by Alfa herein.

Exclusions. The obligations contained in ARTICLES 8.1 and 8.2 shall not apply to any part of such data information or documentation which:

shall, other than by reason of default of the recipient after the date hereof, enter the public domain;

the recipient can show was in its possession free of any obligation of confidentiality prior to the date of receipt in connection with this Agreement; and/or

the recipient is obligated by law or statutory or regulatory authority to disclose.

In accordance with Section 4.1.8 of the ARLA, Salix is granted by Alfa a non-exclusive, perpetual, irrevocable, [***] right and license, with the right to grant sublicenses to Sublicensees (other than [***] and [***]) in accordance with Section 4.1.6 of the ARLA, under the Patents and the Technology Rights to manufacture or have manufactured, anywhere in the world, (a) Products for use and sale by Salix and its Affiliates within the Field in the Territory, and (b) the Compound for the purpose only of the use of the Compound for use and sale of Products within the Field in the Territory (the “Manufacturing License”). [***].

To ensure the provision by Alfa of continuity of supply of the Compound, Alfa shall ensure at all times that it will have at least [***] fully qualified by FDA and capable of manufacturing such Compound in compliance with ARTICLE 6 for and on behalf of Salix.

Term.

Unless sooner terminated in accordance with ARTICLE 10.2, the term of this Agreement shall commence on the Effective Date and continue until [***] (the “First Term”); provided, that no later than [***], Salix shall provide Alfa with written notice of its election to extend the First Term through [***] (the “Second Term”), in which case it shall continue until such date (the First Term and, to the extent so extended, together with the Second Term, collectively, the “Initial Term”). Unless sooner terminated in accordance with ARTICLE 10.2, only at the end of the Second Term, this Agreement shall automatically be renewed for further periods of [***] (each, an “Additional Term” and together with the Initial Term, the “Term”). Either Party may terminate this Agreement without cause and with effect at the end of the Second Term by providing [***] advance written notice to the other Party; provided,

For clarity, (a) except for cause pursuant to ARTICLE 10.2, in the event Salix fails to provide notice of its intent to extend the First Term pursuant to the timeline set forth in ARTICLE 10.1.1 above, this Agreement shall terminate effective as of the end of the First Term, and (b) during any Additional Term, either Party shall have the right to terminate this Agreement by providing [***] prior written notice to the other Party, which termination shall be effective at the end of such [***] notice period; provided, however, that in the event Alfa terminates this Agreement pursuant to this Section 10.1.2(b), (i) Alfa shall provide Salix the option, at Salix’s election, to at the latest by [***] prior to the effective date of such termination, request that Alfa continue to supply Salix with the Compound at the price set forth in SCHEDULE C and the other terms and conditions hereunder for an additional [***] period following the effective date of termination of this Agreement; and (ii) Alfa shall, at its sole cost and expense, have delivered to Salix, by the effective date of such termination, all such information, data and technology relating to the Patents and the Technology Rights and such other information and data otherwise relating to processes for the manufacture of the Compound, in each case as Salix may reasonably have requested in writing to Alfa at the latest by [***] prior to such effective date of termination.

Subject to receipt by Alfa of the written notice from Salix of its intent to extend the First Term pursuant to the timeline set forth in ARTICLE 10.1.1 above, beginning no later than [***], the Parties hereby agree to discuss and negotiate in good faith potential modified supply terms, but neither Party is obligated to modify any such terms except for by mutual agreement of the Parties.

Termination for Cause. In addition to any other rights or remedies a Party may have under this Agreement, either Party may terminate this Agreement upon the occurrence of any of the following events of default, provided that such event of default is not cured within [***] after written notice thereof is received from the other Party:

breach by the other Party of any of its material obligations hereunder; or

should the other Party become subject to proceedings involving bankruptcy, receivership administration, insolvency, moratorium of payment, reorganization or liquidation, or should any Party make any assignation for the benefit of the creditors or any equivalent measures in any relevant jurisdiction.

Manufacturing License. Anything to the contrary in this Agreement and/or in the ARLA notwithstanding, if this Agreement is terminated by Alfa for cause pursuant to ARTICLE 10.2, then the Manufacturing License shall automatically terminate and Salix shall (and shall procure its Affiliates and/or Sublicensees, including any Third Party manufacturer to) immediately (a) cease to manufacture or have manufactured the Compound in accordance with the Manufacturing License, and (b) transfer to Alfa all information, data and technology delivered by Alfa pursuant to ARTICLE 9.1; provided, however, that notwithstanding any termination of the Manufacturing License in the event that this Agreement is terminated by Alfa for cause pursuant to ARTICLE 10.2, Salix shall not be restricted in manufacturing or having manufactured the Compound with any Third Party independent of the Manufacturing License so long as such manufacturing does not rely upon or use any information, data and technology relating to the Patents and the Technology Rights of Alfa. Except for in the event of termination by Alfa for cause pursuant to ARTICLE 10.2, in the event of termination or expiration of this Agreement for any other reason, Salix shall continue to be permitted to manufacture or have manufactured the Compound under the terms of the Manufacturing License.

General Survival. The obligations under ARTICLES 6, 7, 8, 9 and 10.3 (except for in the event of termination by Alfa for cause pursuant to ARTICLE 10.2) shall survive any expiration or other termination of this Agreement in accordance with their terms.

Alfa shall have the right to assign this Agreement, in whole but not in part, to any Affiliate of its choice to whom the Patents and Technology Rights may have been transferred, and Salix hereby acknowledges and accepts any such assignment; provided, however, that Alfa

Salix shall have the right to assign this Agreement, in whole but not in part, to any Affiliate of its choice, and Alfa hereby acknowledges and accepts any such assignment; provided, however, that Salix shall not assign or purport to assign this Agreement (in whole or in part) to any Third Party without the prior written consent of Alfa.

This Agreement shall be binding upon the successors and assignees (and any subsequent assignee) of each of the Parties.

Subject to ARTICLE 19.2, the parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.

Certain provisions of this Agreement confer benefits on the Affiliates of Salix and the Affiliates of Alfa (each such Affiliate being, for the purposes of this ARTICLE 19, a “Third Party”) and, subject to ARTICLE 19.3, are intended to be enforceable by each such Third Party by virtue of the Contracts (Rights of Third Parties) Act 1999.

Notwithstanding ARTICLE 19.2, this Agreement may be varied or amended in any way and at any time by the Parties without the consent of any such Third Party.