JOINDER AGREEMENT

This Joinder Agreement is dated as of September 11, 2012 (this "Agreement"), by and among each of the financial institutions set forth on Schedule A annexed hereto (each a "New Revolving Loan Lender" and collectively the "New Revolving Loan Lenders"), Valeant Pharmaceuticals International, Inc., a corporation continued under the federal laws of Canada ("Borrower"), the undersigned subsidiaries of Borrower and Goldman Sachs Lending Partners LLC ("GSLP"), as Administrative Agent and Collateral Agent.

WHEREAS, reference is hereby made to the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012, as amended by Amendment No. 1, dated as of March 6, 2012, by Amendment No. 2, dated as of September 10, 2012, by the Joinder Agreement, dated as of June 14, 2012, and by the Joinder Agreement, dated as of July 9, 2012 (as it may be amended, restated, replaced, supplemented or otherwise modified from time to time, the "Credit Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined), among Borrower, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GSLP, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc. ("Morgan Stanley"), as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. ("JPMorgan") and Morgan Stanley, as Co-Syndication Agents, JPMorgan, as Issuing Bank, GSLP, as Administrative Agent and Collateral Agent, and the other Agents party thereto;

WHEREAS, subject to the terms and conditions of the Credit Agreement, Borrower may obtain New Revolving Loan Commitments and/or New Term Loan Commitments by entering into one or more Joinder Agreements with the New Revolving Loan Lenders; and

WHEREAS, pursuant to Section 2.25 of the Credit Agreement, the Credit Agreement may, without the consent of any other Lenders, be amended as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of Section 2.25 of the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New Revolving Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent and each other Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to Administrative Agent or such other Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Each New Revolving Loan Lender hereby commits to provide its respective New Revolving Loan Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

(b) Chancery Chambers, special Barbados counsel to the Credit Parties, (c) Norton Rose Canada LLP, special Canadian counsel to the Credit Parties, (d) Baker & McKenzie, special Luxembourg counsel to the Credit Parties, (e) Conyers Dill & Pearman Limited, special Bermuda counsel to the Credit Parties and (f) Arthur Cox, special Ireland counsel to the Credit Parties, together with all other legal opinions and other documents reasonably requested by Administrative Agent in connection with this Agreement; and

accordance with and so as to give full force and effect to the ratifications, confirmations, acknowledgements and agreements made herein.

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

GOLDMAN SACHS LENDING PARTNERS LLC, as a "New Revolving Loan Lender"

By:         /s/ Rebecca Kratz    
            Authorized Signatory

Notice Address:
200 West Street
New York, NY 10282

Attention: Michelle Latzoni
Telephone: (212) 934-3921
Facsimile: (646) 769-7700

CITIBANK, N.A. as a "New Revolving Loan Lender"

Notice Address:
388 Greenwich Street, Floor 32
New York, NY 10013

Attention: Laura Fogarty
Telephone: (212) 816-2197
Facsimile: (646) 862-8137

DBS BANK LTD., LOS ANGELES AGENCY as a "New Revolving Loan Lender"

Notice Address:
725 South Figueroa Street Suite 2000
Los Angeles, CA 90017

Attention: General Manager
Telephone: (212) 627-0222
Facsimile: (213) 627-0228

SUNTRUST BANK as a "New Revolving Loan Lender"

Notice Address:
3333 Peachtree Road, NE
7^th Floor
Atlanta, GA 30326

Attention: Valeant Portfolio Manager
Telephone: (404) 926-5068
Facsimile: (404) 926-5173

BANK OF AMERICA, N.A. as a "New Revolving Loan Lender"

Notice Address:
NC1-007-17-11
100 North Tryon Street
Charlotte, NC 28255

Attention: Robert LaPorte
Telephone: (980) 387-1282
Facsimile: (404) 720-1599

MORGAN STANLEY BANK, N.A. as a "New Revolving Loan Lender"

Notice Address:
Edward Henley
1300 Thames Street, Thames Street Wharf
Baltimore, MD 21231

Attention: Documentation Team
Telephone: (443) 627-4326
Facsimile: ***@***; ***@***

BARCLAYS BANK PLC as a "New Revolving Loan Lender"

THE BANK OF NOVA SCOTIA as a "New Revolving Loan Lender"

Notice Address:
40 King Street West, 62^nd Floor
Toronto, Ontario
M5W 2X6

Attention: James Rhee, Managing Director
Telephone: (416) 866-6206
Facsimile: (416) 866-2010

DNB BANK ASA (f/k/a DNB NOR BANK ASA), as a "New Revolving Loan Lender"

Notice Address:
200 Park Avenue, 31^st Floor
New York, NY 10166

Attention: Theresa Rosu
Telephone: (212) 681-3845

UNION BANK, N.A. as a "New Revolving Loan Lender"

Notice Address:
445 S Figueroa Street
16^th Floor
Los Angeles, CA 90071

Attention: Michael Tschida
Telephone: (213) 236-5273
Facsimile: (213) 236-7636

HSBC BANK CANADA as a "New Revolving Loan Lender"

EXPORT DEVELOPMENT CANADA as a "New Revolving Loan Lender"

Notice Address:
Export Development Canada
150 Slater Street
Ottawa, Ontario; K1A 1K3

Attention: Arturo Polisena
Telephone: (613) 598-3182
Facsimile: (613) 598-3186

ROYAL BANK OF CANADA as a "New Revolving Loan Lender"

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as a "New Revolving Loan Lender"

THE TORONTO DOMINION BANK, as a "New Revolving Loan Lender"

Notice Address:
Canadian Pacific Tower
100 Wellington Street West, 26^th Floor
Toronto, Ontario M5K 1A2

Attention: Nigel Sharpley
Telephone: (416) 983-8686
Facsimile: (416) 308-3733

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
as Borrower

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President & Chief Operating Officer

VALEANT PHARMACEUTICALS INTERNATIONAL
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President & Chief Operating Officer

ATON PHARMA, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President & Chief Operating Officer

CORIA LABORATORIES, LTD.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President & Chief Operating Officer

DOW PHARMACEUTICAL SCIENCES, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President & Chief Operating Officer

VALEANT PHARMACEUTICALS NORTH AMERICA LLC
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

DR. LEWINN'S PRIVATE FORMULA INTERNATIONAL, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

OCEANSIDE PHARMACEUTICALS, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

PRINCETON PHARMA HOLDINGS, LLC
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

PRIVATE FORMULA CORP.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

RENAUD SKIN CARE LABORATORIES, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

VALEANT BIOMEDICALS, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

BIOVAIL AMERICAS CORP.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

PRESTWICK PHARMACEUTICALS, INC.
as Guarantor

By:        /s/ Rajiv De Silva    
    Name:    Rajiv De Silva
    Title:    President

ORAPHARMA, INC.
as Guarantor

By:        /s/ Steve Sembler    
    Name:     Steve Sembler
    Title:    Chief Commercial Officer

ORAPHARMA TOPCO HOLDINGS, INC.
as Guarantor

By:        /s/ Howard B. Schiller    
    Name:    Howard B. Schiller
    Title:    Executive Vice President, Chief     
        Financial Officer and Treasurer

VALEANT HOLDINGS (BARBADOS) SRL
as Guarantor

By:        /s/ Mauricio Zavala    
    Name:    Mauricio Zavala
    Title:    Manager

HYTHE PROPERTY INCORPORATED
as Guarantor

By:        /s/ Alex Matheson    
    Name:    Alex Matheson
    Title:    Senior Director

VALEANT PHARMACEUTICALS HOLDINGS (BARBADOS) SRL
as Guarantor

By:        /s/ Mauricio Zavala    
    Name:    Mauricio Zavala
    Title:    Assistant Secretary

VALEANT INTERNATIONAL BERMUDA
as Guarantor

By:        /s/ Peter McCurdy    
    Name:    Peter McCurdy
    Title:    Director, President and Assistant     
        Secretary

VALEANT PHARMACEUTICALS HOLDINGS BERMUDA
as Guarantor

By:        /s/ Peter McCurdy    
    Name:    Peter McCurdy
    Title:    Director, President and Assistant     
        Secretary

VALEANT PHARMACEUTICALS NOMINEE BERMUDA
as Guarantor

By:        /s/ Peter McCurdy    
    Name:    Peter McCurdy
    Title:    Director, President and Assistant     
        Secretary

VALEANT CANADA GP LIMITED
as Guarantor

By:        /s/ Robert R. Chai-Onn    
    Name:    Robert R. Chai-Onn
    Title:    Vice President

VALEANT CANADA LP by its sole general partner, VALEANT CANADA GP LIMITED
as Guarantor

By:        /s/ Robert R. Chai-Onn    
    Name:    Robert R. Chai-Onn
    Title:    Director

V-BAC HOLDING CORP.
as Guarantor

By:        /s/ Robert R. Chai-Onn    
    Name:    Robert R. Chai-Onn
    Title:    Vice President

VALEANT PHARMACEUTICALS IRELAND
as Guarantor

By:        /s/ Graham Jackson    
    Name:    Graham Jackson
    Title:    Director

BIOVAIL INTERNATIONAL S.À R.L.
as Guarantor

By:        /s/ Kuy Ly Ang    
    Name:    Kuy Ly Ang
    Title:    Director

VALEANT PHARMACEUTICALS LUXEMBOURG S.À R.L.
as Guarantor

By:        /s/ Kuy Ly Ang    
    Name:    Kuy Ly Ang
    Title: Manager    

PHARMASWISS SA
as Guarantor

By:        /s/ Matthias Courvoisier    
    Name:    Matthias Courvoisier
    Title:    Chairman

GOLDMAN SACHS LENDING PARTNERS LLC
As Administrative Agent and Collateral Agent

By:     /s/ Elizabeth Fischer    
    Authorized Signatory

Name:    Elizabeth Fischer
Title:    Authorized Signatory