*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
LICENSE AND SETTLEMENT AGREEMENT
THIS LICENSE AND SETTLEMENT AGREEMENT (this “ Agreement ”) dated as of April 8, 2009 (the
“ Effective Date ”) is entered into between Medicis Pharmaceutical Corporation, a Delaware corporation with
offices located at 7720 North Dobson Road, Scottsdale, Arizona 85256 (“ Medicis ”), and Perrigo Israel
Pharmaceuticals Ltd., an Israeli Company with offices located at 29 Lehi Street, B’nai Brak 51200, Israel and
Perrigo Company, a Michigan corporation with offices located at 515 Eastern Avenue, Allegan, MI 49010
(“collectively Perrigo ”).
WHEREAS, Medicis and Perrigo are parties to patent infringement litigation in the Action (as defined below);
WHEREAS, Medicis and Perrigo seek to resolve the Action without further litigation;
WHEREAS, Medicis is the owner of the Patent Rights (as defined below); and
WHEREAS, Perrigo desires to receive a license under the Patent Rights and Medicis desires to grant to
Perrigo a license under the Patent Rights, all on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.1 “ Action ” means Medicis Pharmaceutical Corporation v. Perrigo Israel Pharmaceuticals, Ltd.
and Perrigo Company , Civil Action No. 1:08-cv-0539-PLM in the United States District Court for the
Western Division of Michigan (Southern Division).
1.2 “ Affiliate ” means, with respect to any entity, any other entity that directly or indirectly controls, is