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): December 12, 2011 (December 12, 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 2.01 Completion of Acquisition or Disposition of Assets.

On December 12, 2011, Valeant Pharmaceuticals International, Inc. (“VPII”) (as guarantor only) and its subsidiaries, Valeant International (Barbados) SRL (“VIB”) and Valeant Pharmaceuticals North America LLC (“VPNA” and, together with VIB, “we” or the “Purchasers”), completed their previously announced acquisition of substantially all of the assets and rights relating to the Ortho Dermatologics Division of Janssen Pharmaceuticals, Inc. (“Janssen”), in the United States (the “Acquisition”), including prescription brands RETIN-A MICRO®, RETIN-A®, BIAFINE®, GRIFULVIN V®, ERTACZO®, and RENOVA®.  The Acquisition was consummated pursuant to the terms of an Asset Purchase Agreement, dated July 15, 2011 by and among Janssen and the Purchasers (the “Agreement”).

Pursuant to the terms of the Agreement, at the closing of the transaction (the “Closing”) VIB and VPNA paid Janssen an aggregate cash purchase price of $345 million.  The purchase price is subject to certain post-Closing adjustments relating to the level of inventory on hand at Closing.  We financed the transaction through a combination of cash on hand and availability under our revolving credit facility.

The foregoing summary of the Agreement and transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.2, which is incorporated herein by reference.

Item 8.01 Other Events.

On December 12, 2011, VPII issued a press release announcing the Federal Trade Commission’s approval of both the Acquisition and the previously disclosed acquisition of Dermik. 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.

(a) The financial statements with respect to the Acquisition will be filed by an amendment to this report within 71 calendar days after the date this report was required to be filed.

(b) The pro forma financial information with respect to the Acquisition will be filed by an amendment to this report within 71 calendar days after the date this report was required to be filed.

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

Exhibit No.	Description
99.1	Press Release of Valeant Pharmaceuticals International, Inc., dated December 12, 2011
99.2	A redacted version of theAsset Purchase Agreement dated July 15, 2011 among Valeant Pharmaceuticals International, Inc. (as guarantor only), Valeant International (Barbados) SRL, Valeant Pharmaceuticals North America LLC and Janssen Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the Commission on August 8, 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: December 12, 2011

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Valeant Pharmaceuticals International, Inc., dated December 12, 2011
99.2	A redacted version of theAsset Purchase Agreement dated July 15, 2011 among Valeant Pharmaceuticals International, Inc. (as guarantor only), Valeant International (Barbados) SRL, Valeant Pharmaceuticals North America LLC and Janssen Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011, filed with the Commission on August 8, 2011)

EX-99.1

Exhibit 99.1

News Release

Valeant Pharmaceuticals Receives Approval From FTC in Connection With Acquisition of Ortho Dermatologics and Dermik

MISSISSAUGA, Ontario, Dec. 12, 2011 /PRNewswire/ -- Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today announced that the Federal Trade Commission (FTC) voted unanimously to approve the consent orders in connection with Valeant's acquisition of Dermik, a dermatology unit of Sanofi (EURONEXT: SAN and NYSE: SNY), and the U.S. assets of Ortho Dermatologics, a division of Janssen Pharmaceuticals, Inc.

As a result of the Commission vote, Valeant is now free to proceed with closing the transactions, subject to other closing conditions. Under the consent orders, Valeant is required to dissolve its collaboration related to Refissa and generic tretinoin emollient cream (TEC) and return those products to Spear Pharmaceuticals, who owns the Abbreviated New Drug Applications, as well as the divestiture of 1% clindamycin and 5% benzoyl peroxide gel (IDP-111), a generic version of Benzaclin, and 5% fluorouracil cream, (5-FU), an authorized generic of Efudex.

Valeant expects to complete the acquisition of the U.S. assets of Ortho Dermatologics today and Dermik by the end of 2011.

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.

Forward-Looking Statements

To the extent any statements made in this press release 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 acquisitions of Dermik and Ortho Dermatologics and the timing of compliance with the consent orders.  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 Valeant's acquisitions of Dermik or Ortho Dermatologics or of Valeant's divestitures in compliance with the consent orders, 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").

(Logo: http://photos.prnewswire.com/prnh/20101025/LA87217LOGO)

Contact Information:

Laurie W. Little

949-461-6002

laurie.little@valeant.com

SOURCE Valeant Pharmaceuticals International, Inc.