8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): July 14, 2011 (July 8, 2011)

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Valeant Pharmaceuticals International, Inc.

(Exact name of registrant as specified in its charter)

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Canada	001-14956	98-0448205
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
7150 Mississauga Road Mississauga, Ontario Canada		L5N 8M5
(Address of principal executive offices)		(Zip Code)
(905) 286-3000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 8, 2011, Valeant Pharmaceuticals International, Inc. (“VPII”) and its subsidiary, Valeant International (Barbados) SRL (“VBI” and, together with VPII, “we” or the “Purchasers”), entered into an Asset Purchase Agreement (the “Agreement”) to acquire certain assets and rights relating to Dermik, a dermatology unit of Sanofi, in the United States and Canada, as well as rights in other territories for two products.

Pursuant to the terms of the Agreement, at the closing of the transaction (the “Closing”), we will pay Sanofi an aggregate cash purchase price of approximately $425 million, subject to certain adjustments relating to the level of inventory on hand at Closing and the completion of certain consents and notifications. In addition, we will assume certain liabilities relating to Dermik and acquire Sanofi’s Laval, Canada manufacturing facility.

Conditions

The Closing is subject to certain closing conditions, including, among others, the parties having obtained antitrust clearance in both the United States and Canada. Each party’s obligation to close is also subject to the continued material accuracy of the representations and warranties made and material compliance with the covenants agreed to by the other party to the Agreement.  Furthermore, each party’s obligation to close is subject to the absence of certain legal restraints.

Representations and Warranties; Covenants

The Agreement includes customary representations, warranties and covenants including, among others, a covenant by Sanofi to conduct the business of Dermik in the ordinary course until the Closing; non-competition and non-solicitation arrangements with Sanofi; and customary indemnification obligations. The Agreement also contains covenants by which the parties agree to provide services and other support to each other in order to effect the separation of Dermik and its business from Sanofi’s other businesses while maintaining operating obligations.

Termination

The Agreement may be terminated by either of the Purchasers or Sanofi on customary terms, including if the Closing has not occurred by April 1, 2012 and the closing conditions are not satisfied.

Item 8.01 Other Events.

On July 11, 2011, VPII issued a press release announcing that it entered into the Agreement. A copy of the press release is being filed herewith as Exhibit 99.1 and the information contained therein is incorporated by reference into this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is filed with this report:

Exhibit No.	Description
99.1	Press Release of Valeant Pharmaceuticals International, Inc., dated July 11, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
By:	/s/ Robert R. Chai-Onn
Name:	Robert R. Chai-Onn
Title:	Executive Vice President, General Counsel and Corporate Secretary

Date: July 14, 2011

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Valeant Pharmaceuticals International, Inc., dated July 11, 2011

EX-99.1

EXHIBIT 99.1

Valeant Pharmaceuticals Agrees to Acquire Dermik

MISSISSAUGA, Ontario, July 11, 2011 /PRNewswire via COMTEX/ --

Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) announced today that Valeant and its subsidiary, Valeant International (Barbados) SRL (VIB), have signed an agreement to acquire Dermik, a dermatology unit of Sanofi (EURONEXT: SAN and NYSE: SNY) in the U.S. and Canada, as well as the worldwide* rights to Sculptra® Aesthetic (injectable poly-L-lactic acid). Dermik has a significant presence in the medical dermatology market in the United States and Canada with a strong field force and well-known brands. Dermik's portfolio includes leading therapeutic and aesthetic dermatology brands such as Benzaclin® for the treatment of acne, Carac® for the treatment of keratoses and Sculptra®, a facial injectable for the correction of facial wrinkles and folds.

Valeant will pay Sanofi approximately $425 million for all Dermik assets, including available inventories of approximately $18 million, which consist of an aesthetic and therapeutic business in the United States and Canada, as well as a widely dispersed aesthetic business around the world. Also included in the scope is Sanofi's Laval, Canada site, which includes Dermik's manufacturing facility that currently produces approximately 70 formulations and over 200 presentations of tablets, capsules, non-sterile liquids, ointments and creams for both Sanofi products as well as 3rd parties. Total 2010 revenues including contract manufacturing revenues are approximately $240 million. The transaction is subject to certain closing adjustments and regulatory approvals, including the termination or expiration of Hart-Scott-Rodino waiting period, and is expected to be accretive in 2011.

"We are pleased to add another strong dermatology franchise to our growing operations in the U.S. and Canada," stated J. Michael Pearson, chairman and chief executive officer. "Dermik's assets, both in the medical and aesthetic therapeutic areas, provide us with exciting opportunities to leverage our combined portfolios in our current markets as well as options to expand Valeant's presence to other territories. Furthermore, the manufacturing facility will provide increased capacity for our future growth initiatives in the U.S. and Canada."

About Valeant Pharmaceuticals International, Inc.

Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of neurology, dermatology and branded generics. More information about Valeant Pharmaceuticals International, Inc. can be found at www.valeant.com.

Caution Regarding Forward-Looking Information

To the extent any statements made in this document contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and may be forward-looking information as defined under applicable Canadian securities legislation (collectively, "forward-looking statements").

These forward-looking statements relate to, among other things, the closing of the acquisition of Dermik by Valeant, the impact of Dermik's business on Valeant's dermatology portfolio, Valeant's expansion into other territories and growth initiatives and the expected timing of the acquisition to be accretive. Forward-looking statements can generally be identified by the use of words such as "believe", "anticipate", "expect", "estimate", "intend", "continue", "plan", "project", "will", "may", "should", "could", "would", "target", "potential" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the closing of the acquisition of Dermik by Valeant, the impact of Dermik's business on Valeant's dermatology portfolio, Valeant's expansion into other territories and growth initiatives and the expected timing of the acquisition to be accretive, and the risk factors as detailed from time to time in Valeant's reports filed with the Securities and Exchange Commission ("SEC") and the Canadian Securities Administrators ("CSA").

* except France

Contact Information:

Laurie W. Little

949-461-6002

laurie.little@valeant.com

SOURCE Valeant Pharmaceuticals International, Inc.