EXHIBIT 9 - Reutersblogs.reuters.com/alison-frankel/files/2014/10/allerganvpershing... · Exhibit 9 Page 165. HIGHLY CONFIDENTIAL David Pyott - 10/10/2014 Page 10 1 please state them

EXHIBIT 9 Manually Filed Pursuant to Local Rule 79-5.1 and Defendants’ Application to

File Under Seal

Exhibit 9 Page 162

HIGHLY CONFIDENTIALDavid Pyott - 10/10/2014

1 UNITED STATES DISTRICT COURT

2 CENTRAL DISTRICT OF CALIFORNIA

3 SOUTHERN DISTRICT

______________________________

4 ALLERGAN, INC., et al, )

5 Plaintiffs, )

6 vs. ) No. 8:14-cv-01214-

7 VALEANT PHARMACEUTICALS ) DOC-(ANx)

8 INTERNATIONAL, INC., et al., )

9 Defendants. )

10 ______________________________)

11 AND COUNTERACTIONS. )

______________________________)

12 HIGHLY CONFIDENTIAL

13

14 VIDEOTAPED DEPOSITION OF DAVID PYOTT

15 Santa Ana, California

16 Friday, October 10, 2014

17 VOLUME I

18

19

20 Reported by:

21 Melissa M. Villagran, RPR, CLR

22 CSR No. 12543

23 Job No. 1943628

24

25 PAGES 1 - 239

Page 1

Veritext National Deposition & Litigation Services866 299-5127

Exhibit 9 Page 163


Page 2

1 UNITED STATES DISTRICT COURT2 CENTRAL DISTRICT OF CALIFORNIA3 SOUTHERN DISTRICT4

______________________________5 ALLERGAN, INC., et al, )6 Plaintiffs, )7 vs. ) No. 8:14-cv-01214-8 VALEANT PHARMACEUTICALS ) DOC-(ANx)9 INTERNATIONAL, INC., et al., )

10 Defendants. )______________________________)

11 VALEANT PHARMACEUTICALS )12 INTERNATIONAL, INC., VALENT )13 PHARMACEUTICALS INTERNATIONAL,)14 AGMS, INC., PS FUND 1, LLC and)15 WILLIAM ACKMAN, )16 Counterclaimants, )

Vs. )17 ALLERGAN, INC.; DAVID PYOTT; )18 DEBORAH DUNSIRE; MICHAEL R. )19 GALLAGHER; TREVOR M. JONES; )20 LOUIS J. LAVIGNE; RUSSELL T. )21 RAY; PETER J. MCDONNELL, )22 TIMOTHY D. PROCTOR and HENRI )23 A. TERMEER, )24 Counterclaim-Defendants. )

______________________________25

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6

7

8 ** HIGHLY CONFIDENTIAL **

9

10 Videotaped deposition of DAVID PYOTT, Volume I,

11 taken on behalf of Defendants, at 411 West Fourth

12 Street, Santa Ana, California, beginning at 8:03 a m.

13 and ending at 2:28 p m. on Friday, October 10, 2014,

14 before Melissa M. Villagran, RPR, CLR, Certified

15 Shorthand Reporter No. 12543.

16

17

18

19

20

21

22

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1 APPEARANCES:23 For Plaintiff:4 LATHAM & WATKINS5 BY: MICHELE D. JOHNSON6 Attorney at Law7 650 Town Center Drive, 20th Floor8 Costa Mesa, California 926269 714.540.1235

10 [email protected] LATHAM & WATKINS13 BY: PETER A. WALD14 Attorney at Law15 505 Montgomery Street, Suite 200016 San Francisco, California 9411117 415.391.060018 [email protected]

Page 5

1 APPEARANCES (CONTINUED):

2

3 For Defendants Pershing Square Capital Management, L.P.;

4 PS Management GP, LLC; PS Fund 1, LLC; and William

5 Ackman:

6 KIRKLAND & ELLIS

7 BY: MARK HOLSCHER

8 AUSTIN NORRIS

9 Attorneys at Law

10 777 South Figueroa Street

11 Los Angeles, California 90017

12 213.680.8400

13 [email protected]


15

16 For Defendant Valent:

17 SULLIVAN & CROMWELL

18 BY: EDWARD E. JOHNSON

19 Attorney at Law

20 1888 Century Park East, Suite 2100

21 Los Angeles, California 90067

22 310.712.6600


24

25

2 (Pages 2 - 5)


Exhibit 9 Page 164


Page 6

1 APPEARANCES (CONTINUED):23 Also Present:45 Joanne Yeager, Videographer6789

10111213141516171819202122232425

Page 7

1 INDEX23 DEPONENT EXAMINATION4 DAVID PYOTT5 BY MR. HOLSCHER 116789 EXHIBITS

10 DEPOSITION PAGE1112 Exhibit 1 Research memo 121314 Exhibit 2 E-mail dated February 7th, 2014 241516 Exhibit 3 E-mail dated February 7th, 2014 291718 Exhibit 4 SEC Statement of Changes in 3119 Beneficial Ownership Form 42021 Exhibit 5 Allergan Q4 2011 earnings call 5722 transcript2324 Exhibit 6 Q2 2013 earnings call 6025

Page 8

1 EXHIBITS (CONTINUED)2 DEPOSITION PAGE34 Exhibit 7 Schedule 14-A filing 6956 Exhibit 8 ISS report 7778 Exhibit 9 Letter dated June 3rd, 2013 869

10 Exhibit 10 E-mail chain 1151112 Exhibit 11 Allergan board presentation 1311314 Exhibit 12 Client Alert Memo 1721516 Exhibit 13 E-mail 1911718 Exhibit 14 E-mail 1941920 Exhibit 15 E-mail 2002122 Exhibit 16 June 10, 2014, presentation 2052324 Exhibit 17 October 1, 2014 report 21925

Page 9

1 Santa Ana, California, Friday, October 10, 2014

2 8:03 a m.

3

4 THE VIDEOGRAPHER: Good morning. We are on

5 the record at 8:03 a m. on October 10th, 2014. 08:03:37

6 This is the videotaped deposition of David

7 Pyott. My name is Joanne Yeager, here with our

8 court reporter, Melissa Villagran. We are here from

9 Veritext Legal Solutions at the request of counsel

10 for defendants. 08:03:53

11 This deposition is being held at 411

12 West Fourth Street in the City of Santa Ana,

13 California.

14 The case caption is Allergan versus Valeant

15 Pharmaceuticals, International, Inc., et al. Case 08:04:04

16 Number 814-CV-01214-VOC-ANX.

17 Please note that audio and video recording

18 will take place unless all parties agree to go off

19 the record. Microphones are sensitive and may pick

20 up whispers and other conversations and cellular 08:04:24

21 interference.

22 I am not authorized to administer an oath. I

23 am not related to any party in this action, nor am I

24 financially interested in the outcome in any way.

25 If there are any objections to proceeding, 08:04:33

3 (Pages 6 - 9)


Exhibit 9 Page 165


Page 10

1 please state them at the time of your appearance,

2 beginning with the noticing attorney.

3 May we please have introductions, beginning

4 with the witness.

5 You may proceed. 08:04:41

6 THE DEPONENT: David Pyott, chairman and CEO

7 of Allergan, Inc.

8 MR. WALD: Peter Wald, Latham & Watkins, on

9 behalf of the witness and the plaintiffs.

10 MS. JOHNSON: Michelle Johnson, Latham & 08:04:51

11 Watkins, on behalf of the witness and the

12 plaintiffs.

13 MR. JOHNSON: Edward Johnson, Sullivan &

14 Cromwell on behalf of Valeant.

15 MR. NORRIS: Austin Norris, Kirkland & Ellis, 08:05:00

16 on behalf of the Pershing Square defendants.

17 MR. HOLSCHER: Mark Holscher from Kirkland &

18 Ellis on behalf of Pershing Square.

19 THE VIDEOGRAPHER: The witness may be sworn

20 in.

21 THE DEPOSITION OFFICER: Please raise your

22 right hand.

23 Do you solemnly swear that the testimony you

24 are about to give will be the truth, the whole

25 truth, and nothing but the truth, so help you God?

Page 11

1 THE DEPONENT: Yes.

2

3 DAVID PYOTT,

4 having been administered an oath, was examined and

5 testified as follows:

6

7 EXAMINATION

8 BY MR. HOLSCHER:

9 Q Good morning, Mr. Pyott.

10 A Good morning. 08:05:19

11 Q You understand you are under oath today?

12 A Of course.

13 Q And have you been deposed before?

14 A A long time ago.

15 Q Just once? 08:05:26

16 A Yes.

17 Q With respect to this particular deposition,

18 the court gave us some written guidelines, as I

19 mentioned to your counsel before we started. And

20 according to the instructions, I'm allowed to 08:05:37

21 instruct you that you must give a "yes" or "no"

22 answer to a question I ask calling for a

23 non-narrative response.

24 Your counsel can then follow up later if he

25 believes there's need for clarification. 08:05:52

Page 12

1 MR. WALD: Let me just remark, the next

2 sentence says (as read):

3 "Unless the deponent states without

4 prompting by his or her counsel the

5 pending question is unclear or that a 08:06:00

6 binary response may be confusing or

7 misconstrued without some explanation,

8 the deponent must give a 'yes' or 'no'

9 in response."

10 BY MR. HOLSCHER: 08:06:09

11 Q Do you understand that?

12 A I've been well briefed by my counsel.

13 Q Okay.

14 Before February 10th of 2014, did you speak

15 with a Sanford Bernstein analyst about Allergan? 08:06:25

16 A If you're referring to Ronny Gal, I've been

17 speaking to him probably for the order of about six

18 years. So, of course, I cannot recollect, you know,

19 every single time I've spoken to him.

20 MR. HOLSCHER: We will mark Tab 93. 08:06:48

21 (Exhibit 1 was marked for

22 identification by the deposition

23 officer and is attached hereto.)

24 MR. HOLSCHER: I will mark this as Exhibit 1.

25 ///

Page 13

1 BY MR. HOLSCHER:

2 Q I've placed before you a February 10th, 2014

3 Bernstein research memo written by Ronny Gal.

4 Do you see that?

5 A Yes. 08:07:26

6 Q Have you seen this document before today?

7 A Most certainly, yep.

8 Q And fair to say that you, as part of your job

9 as CEO, would spend time speaking with analysts like

10 Mr. Gal? 08:07:43

11 A Yes, from time to time.

12 And if you look at the highlights, it says

13 (as read):

14 "Allergan is in town today" --

15 which means New York -- "meeting with 08:07:49

16 the sell side, which will be followed

17 with buy side meetings for the next

18 few days."

19 This is an annual process, so usually around

20 this kind of date, once we've published our results 08:08:01

21 for the full year, which are normally end of

22 January, early February, we go to New York and meet

23 with, over a two-day period, probably of the order a

24 dozen plus sell side analysts who cover the company.

25 Q And around this time period, you personally 08:08:19

4 (Pages 10 - 13)


Exhibit 9 Page 166


Page 14

1 met with Mr. Gal, correct?

2 A Yes. Absolutely, yeah.

3 Q And going to the second page of the Bernstein

4 research memo at the bottom, you see where he writes

5 (as read): 08:08:30

6 "We mentioned that Valeant

7 acquisition scenario and noted

8 synergies would be material."

9 Do you see that?

10 A I do. 08:08:42

11 Q Do you agree with that statement by Sanford

12 Bernstein and Mr. Gal that under the Valeant

13 acquisition scenario, synergies would be material?

14 A I see the written word. What is the point

15 you wish to make? 08:09:05

16 Q I asked you a question.

17 A What is the question?

18 Q Do you agree with Mr. Gal when he states (as

19 read):

20 "We mentioned the Valeant 08:09:15

21 acquisition scenario and noted

22 synergies would be material."

23 Do you agree with that statement by Mr. Gal?

24 A Yes. This is his opinion. I agree with it.

25 Q I'm not asking if you agree that he said it. 08:09:41

Page 15

1 A Right.

2 Q I'm asking, do you agree with Mr. Gal's

3 conclusion that the synergies of the Valeant

4 acquisition of Allergan would be material?

5 MR. WALD: Object to the form; misstates the 08:09:55

6 document.

7 THE DEPONENT: The reason I'm giving you the

8 answer I am is on February the 10th, I was in no

9 discussions with Valeant. To the degree Mr. Gal

10 raised the issue or the possibility of a Valeant 08:10:12

11 acquisition, this is purely hypothetical because

12 it's not my job to determine whether synergies are

13 material or immaterial. It would be the job of

14 Mr. Pearson to make that determination.


16 Q Do you agree with Mr. Gal's statement that in

17 the Valeant acquisition scenario the synergies would

18 be material?

19 A At the date of February 10th, I would have

20 had no means to determine whether they would be 08:10:44

21 material or immaterial because I was not involved in

22 any discussions or any serious contemplation of what

23 might be considered.

24 Q So as of February 10th, it would be fair to

25 say you hadn't done any in-depth analysis of 08:10:59

Page 16

1 Valeant's business model?

2 A That is a completely erroneous conclusion.

3 Let me explain why.

4 Given that Valeant and its predecessor

5 companies operate in the same markets as we do, I 08:11:15

6 have known for all of the 16 years that I've been

7 CEO of Allergan what is the market behavior of

8 Bausch & Lomb as a historical company, what was the

9 market behavior of Medisis, as an example.

10 I know many of the products that were 08:11:35

11 subsequently acquired by Valeant in the medical

12 dermatology space as well, so I have an extremely

13 good knowledge of the product markets, how their

14 predecessor companies were operated and, to the

15 degree relevant up to February 10th, also how 08:11:52

16 Valeant operated those companies post acquisition.

17 Q If you have such an in-depth knowledge for

18 the last 16 years, why are you unable to answer the

19 question as to whether there would be synergies with

20 a Valeant acquisition of Allergan? 08:12:07

21 A Let me state very clearly my views and give

22 you some history.

23 Q Let me stop you. When I ask you a

24 question --

25 A Right. 08:12:17

Page 17

1 Q -- you need to answer the question. I'm not

2 going to interrupt you. This is not an opportunity

3 for you to state your views.

4 So let me ask the question and then you

5 answer. And if you're unable to answer the 08:12:28

6 question, then your counsel can instruct you if it

7 asks you to speculate.

8 MR. WALD: I'm sorry. Can I have the

9 questioned read back.

10 (Record was read back by the 08:12:32

11 deposition officer as follows:

12 "QUESTION: If you have such an

13 in-depth knowledge for the last 16

14 years, why are you unable to answer

15 the question as to whether the 08:12:04

16 synergies with a Valeant acquisition

17 of Allergan?")

18 THE DEPONENT: In any acquisition scenario,

19 there are normally synergies. As the recipient of

20 such an approach, it is not my job to speculate or 08:12:56

21 to determine what synergies might be. That is the

22 role of the company that is the acquirer.

23 It is, of course, normal that acquiring

24 companies will extract synergies. If you look at

25 the history of this matter, you can see that Valeant 08:13:15

5 (Pages 14 - 17)


Exhibit 9 Page 167


Page 18

1 over time has had very substantial synergies in

2 their prior acquisitions. If you wish me to cover

3 that, please let me know.

4 BY MR. HOLSCHER:

5 Q In fact, in a meeting before February 10th of 08:13:29

6 2014, you told Mr. Gal as of February 10th that you

7 did not believe that a Valeant acquisition of

8 Allergan would be a good fit. You told him that

9 directly, right?

10 A I would imagine that what he wrote was based 08:13:46

11 on my response and I would agree with that statement

12 today.

13 Q And in fact, you told him on February 10th

14 that Valeant (sic) would hesitate to take Valeant

15 paper; isn't that right? 08:14:03

16 Let me restate it.

17 Before February 10th, you specifically told

18 Mr. Gal that Allergan shareholders would hesitate to

19 take Valeant paper.

20 Do you see that? 08:14:17

21 A Yes.

22 Q In fact, you told him that, right?

23 A Probably. And I'd agree with that statement

24 to date.

25 Q Who were the shareholders you spoke to before 08:14:23

Page 19

1 February 10th who told you that they would hesitate

2 to take Valeant paper?

3 A I would not have spoken to shareholders

4 directly, that I recollect, about the potential of a

5 Valeant acquisition as I did not contemplate that 08:14:42

6 until we learned of the matter several months later.

7 Q Mr. Pyott, how could you tell Mr. Gal on

8 February 10th that Allergan shareholders would

9 hesitate to take Valeant paper when you hadn't

10 spoken to the shareholders about that? 08:15:07

11 MR. WALD: Object to the form.

12 THE DEPONENT: I think the way I should

13 answer that question is it is very clear that the

14 business model and the growth profile and the

15 marketing strategies of the two companies vary 08:15:34

16 significantly.

17 I think another factor that would have led to

18 that statement is also at that time, the

19 considerable debt load that Valeant had taken on

20 post the acquisition of Bausch & Lomb in August of 08:15:54

21 2013 and, in fact, they had even gone into the

22 marketplace to issue a secondary equity offering to

23 reduce their overall debt load.

24 BY MR. HOLSCHER:

25 Q You agree you had not spoken with any 08:16:11

Page 20

1 shareholders before February 10th with respect to

2 whether they would hesitate to take Valeant paper?

3 A I would really say with accuracy, I cannot

4 recollect that exactly.

5 Q Can you -- 08:16:24

6 A Just to make the point, I meet with

7 shareholders from time to time on the buy side,

8 probably, I would guess, you know, of the order of

9 one to two weeks a year in the normal course of

10 business. 08:16:41

11 Q Can you identify a single shareholder who

12 advised you before February 10th that they would

13 hesitate to take Valeant paper?

14 A I cannot recollect.

15 Q You mentioned that in 2013 Valeant, had to go 08:16:51

16 to the market, right?

17 A Correct.

18 Q And which investment bank underwrote that?

19 A I'm not -- I cannot recollect.

20 Q Are you aware whether it was Goldman Sachs 08:17:08

21 underwrote that offering?

22 A They may have been one of the banks.

23 Q Do you know if they're the lead bank?

24 A I cannot recollect.

25 Q Before today, have you spent any time with 08:17:19

Page 21

1 anyone at Goldman Sachs asking them what they did to

2 analyze the financial statements of Valeant in its

3 accounting before they led the underwriting in 2013?

4 A I have not because I would not ask an

5 investment bank about another company's business. 08:17:37

6 Q Well, you've hired Goldman Sachs to assist

7 you to write a series of presentations to attack

8 Valeant's business model, right?

9 A First of all, the answer is yes.

10 As you're well aware, investment banks have 08:17:59

11 different teams working on different accounts. They

12 have very strict rules of separation of client

13 information and knowledge.

14 For the record, we have worked with Goldman

15 Sachs on the order of ten years, particularly with 08:18:18

16 this advisory team. We're very familiar with them

17 and we believe they give us excellent advice.

18 Q And you had Goldman Sachs assist you in

19 preparing one of the decks that was entitled

20 "Valeant is Vile." 08:18:33

21 Do you recall that?

22 A There have been several decks that we have

23 prepared and some of the work is done in-house by

24 our investor relations team and assisted by both the

25 banks, Goldman Sachs and Bank of America Merrill 08:18:50

6 (Pages 18 - 21)


Exhibit 9 Page 168


Page 22

1 Lynch.

2 Q I asked you a very specific question.

3 A So the answer is yes.

4 Q Specifically to the deck, the "Valeant is

5 Vile," you had Goldman Sachs assist you with that 08:19:01

6 deck?

7 A They would have been involved in it, not

8 solely. I gave you the answer, yes, and other

9 parties, Merrill Lynch, and internally, worked on

10 that document as well. 08:19:12

11 Q Based on your more than a decade serving as a

12 CEO and now as chairman, what is your understanding

13 of what an investment bank must do to make itself

14 comfortable to lead an underwriting for a stock

15 offering? 08:19:29

16 A I am sure that they would have taken it

17 through the appropriate committees for issuing debt.

18 They would have been required to feel comfortable

19 that the debt levels were such that bond holders

20 would be repaid. 08:19:46

21 Q Are you aware that Goldman Sachs actually

22 exercised 300 million dollars of options in 2013, at

23 the time of the Valeant stock offering?

24 A Options in what?

25 Q Valeant stock. 08:19:57

Page 23

1 A Could you give me details so that I can try

2 and answer the question accurately?

3 Q Well, you've indicated before you didn't

4 remember that Goldman Sachs had done the stock

5 offering, so I'm asking you a separate question, 08:20:11

6 which is: Do you have any knowledge that in fact

7 Goldman Sachs exercised 300 million dollars of

8 options to buy Valeant stock in 2013?

9 A No.

10 Q Now, would it be fair to say that you had 08:20:21

11 indicated to Mr. Gal and other analysts before

12 February 2014 that you didn't care for Valeant's

13 business model?

14 A I think, when asked, I've been critical about

15 Valeant's business model for quite a long time. 08:20:40

16 Q And you also told Mr. Gal and other analysts

17 that you actually personally disliked Mr. Pearson,

18 right?

19 A I never said that.

20 Q You've never indicated to analysts or third 08:20:50

21 parties that you find Mr. Pearson to be offensive?

22 A I would never use that word.

23 Q Now, with respect to this February time

24 period, did you also meet with a Greg Gilbert?

25 A I'm sure in the same round of meetings, I 08:21:09

Page 24

1 did, because Mr. Gilbert is one of the other

2 analysts who has covered the company for an

3 extensive period of time.

4 MR. HOLSCHER: Mark this as Exhibit 2.

5 (Exhibit 2 was marked for 08:21:46



8 BY MR. HOLSCHER:

9 Q Mr. Pyott, I placed before you an e-mail that

10 was from you to Mr. Gallagher that was dated 08:21:57

11 February 7th, 2014 that attaches a report from

12 Mr. Gilbert.

13 Have you seen this document before today?

14 A Let me just have a good look.

15 Okay. If we can proceed with your question, 08:23:18

16 please.

17 Q Did you review that document as part of your

18 preparation for this deposition?

19 A No.

20 Q You haven't seen it before? 08:23:26

21 A No, I've seen it before, but I didn't review

22 it in preparation of my deposition.

23 Q And your cover e-mail to Mr. Gallagher, you

24 write (as read):

25 "Per the last e-mail, the numbers 08:23:40

Page 25

1 are broadly correct. On the other

2 hand, we could do $10 earning per

3 share this year as well if we really

4 wanted to."


6 A Yes.

7 Q What's your estimate of earnings per share

8 for 2014 as of now?

9 A We just put the numbers out yesterday, that

10 we expect to reach $6.20. 08:23:59

11 Q Okay. So at a $190 valuation, what's the

12 earning per share multiple for 6.25 roughly in terms

13 of the earnings for 2014, the current offer? What's

14 the earnings per share multiple?

15 A We can calculate that. We can all calculate 08:24:25

16 that.

17 Q Roughly, 30 -- somewhere around 30?

18 A I'm sure it is, yeah.

19 Q Okay. Now, looking at the first page of this

20 report, it's about the theoretical assessment of 08:24:34

21 Allergan in an M&A situation.

22 Do you see that, in the first page of the

23 report?

24 A I see that.

25 Q And it says "Valeant plus Allergan." 08:24:45

7 (Pages 22 - 25)


Exhibit 9 Page 169


Page 26

1 Do you see that?

2 A Yes, I do.

3 Q Okay. And you're aware that Mr. Gilbert had

4 prepared this report, analyzing potential scenarios

5 with respect to a Valeant acquisition of Allergan, 08:24:59

6 right?

7 A I do.

8 Q And in the first paragraph, he has a pro

9 forma analysis and he states (as read):

10 "It's just a theoretical 08:25:13

11 acquisition of Allergan for $150 a

12 share would be a 28 percent premium,

13 funding with 79 percent stock and with

14 2 billion of cost synergies and the

15 full tax synergies, that it would be 08:25:25

16 roughly 17 percent accretive to the --

17 our EPS estimates for Valeant, and

18 remain accretive up to a purchase

19 price of 195 a share."


21 A I can read it, yeah.

22 Q And do you agree with Mr. Gilbert's estimate

23 that there would be $2 billion of costs synergies

24 and full tax synergies in a Valeant acquisition of

25 Allergan? 08:25:55

Page 27

1 A I have no way of gauging that. That is

2 purely his opinion.

3 Q As you sit here today, do you know whether or

4 not there would be 2 billion of synergies and full

5 tax synergies if Valeant acquired Allergan? 08:26:05

6 A I've read many presentations by Valeant and

7 their statements about what their plans are. And in

8 fact, when they started the bid, they stated that

9 they're goal was $2.7 billion worth of synergies.

10 Q I'm asking you your opinion as the CEO of 08:26:26

11 Allergan.

12 A I have no opinion on this matter because it

13 is not my job to determine synergies for an

14 acquiring company. I can read what they state and I

15 then reflect upon that. 08:26:41

16 Q I'm not asking what your job is. I'm asking

17 you --

18 A It's not my job to speculate on synergies for

19 an acquiring company.

20 Q As you sit here today, do you agree that 08:26:52

21 there would be $2 billion of costs synergies and

22 full tax synergies if Valeant acquired Allergan?

23 MR. HOLSCHER: Object to the form of the

24 question. Asked and answered.

25 THE DEPONENT: The question is misleading. 08:27:07

Page 28

1 It is not my job to determine what synergies are.

2 If I'm acquiring a company, then I have to have an

3 opinion. If the other company is buying me, they

4 can make the synergies large or small. They can do,

5 in theory, whatever they like. 08:27:21

6 And in this case, this is one analyst's

7 opinion of what synergies might be in an acquisition

8 scenario.

9 BY MR. HOLSCHER:

10 Q I asked you a different question, in terms 08:27:36

11 of: Have you analyzed whether the 2 billion synergy

12 amount and the tax synergies is accurate?

13 A I don't understand what you're trying to get

14 me to answer because Mr. Pearson, at the beginning,

15 and Valeant, stated that they would have the goal of 08:27:58

16 extracting $2.7 billion of synergies from Allergan.

17 That is their number. That is their entitlement.

18 They can run the numbers any way they wish.

19 If you wish to ask me a different question, I

20 will do my best to answer it. 08:28:15

21 Q Now, on February 10th -- before

22 February 10th, you met with Mr. Gilbert?

23 A Yes.

24 Q And he discussed with you the scenario that

25 Valeant might make an offer for Allergan? 08:28:29

Page 29

1 A He may well have. And I said I do not

2 comment on market speculation or rumors. I most

3 certainly can tell you I would not have discussed

4 any scenarios or any numbers in a purely speculative

5 context. 08:28:45




9 BY MR. HOLSCHER:

10 Q Mr. Pyott, I've placed in front of you an 08:29:16

11 e-mail from Mr. Gilbert to Jim Hindman dated

12 February 7th, 2014.

13 Do you see that?

14 A I see that, yes.

15 Q And in that, he's forwarding the 08:29:31

16 Valeant/Allergan global research.

17 Do you see that?

18 A I do.

19 Q And the message to (sic) Gilbert to Hindman

20 is (as read): 08:29:40

21 "Tell Pyott not to laugh too hard."

22 Do you see that?

23 A I read it, yes.

24 Q Would it be fair to say that the analysts

25 were well aware, even in this February time period, 08:29:47

8 (Pages 26 - 29)


Exhibit 9 Page 170


Page 30

1 that you personally were opposed to a transaction

2 between Valeant and Allergan?


4 THE DEPONENT: Would you like to rephrase the

5 question, please. 08:30:04

6 BY MR. HOLSCHER:

7 Q Would it be fair to say that the analysts --

8 Would it be fair to say that you had made it

9 very clear to analysts in this February time period

10 that you would oppose a Valeant/Allergan 08:30:17

11 transaction?

12 A I think the way I could accurately answer

13 that question is to say the analysts knew that the

14 company was not for sale -- we will return to that

15 subject matter, I'm sure, later in the deposition -- 08:30:46

16 and that certainly, I had the view that -- and I

17 still do today -- that the business model of

18 Valeant, their growth profile, their investment and

19 innovation and R&D is extremely different than that

20 of Allergan. 08:31:07

21 Therefore, I would question the good

22 strategic fit between the two entities.

23 Q So it would be fair to say that as of

24 February 2012, you let the analyst community know --

25 analyst community know that you personally would not 08:31:20

Page 31

1 favor a transaction where Valeant would acquire

2 Allergan?

3 A Because I don't think that would lead to

4 long-term value, correct.

5 Q Now, as of this February -- early February 08:31:34

6 time period -- let me show you --

7 Can we have Tab 10.



10 officer and is attached hereto.) 08:31:47

11 MR. HOLSCHER: If I could mark this as

12 Exhibit 4.

13 BY MR. HOLSCHER:

14 Q I've placed before you an SEC Form 4 with

15 respect to the sale of Allergan stock by you in 08:32:13

16 February 2014.

17 Is this one of the documents you reviewed as

18 part of your prep yesterday?

19 A No. But I was well aware that this subject

20 matter could be raised. 08:32:30

21 Q So you prepared for my question?

22 A Sure. Well, I know what I'm doing.

23 Q So in February 2014, did you sell 252,000

24 shares of Allergan stock?

25 A Yes, I did. 08:32:52

Page 32

1 Q And at what price?

2 A I'm looking at this. $123.

3 Q Did you believe in February of 2014 when you

4 sold your Valeant -- I'm sorry.

5 Did you believe in February 2014, when you 08:33:14

6 sold your Allergan stock for $123, that that $123 a

7 share massively undervalued those shares?

8 A I think the question is misleading. And I'll

9 tell you exactly why. May I answer?

10 Q Actually, I think we need to take a break. 08:33:35

11 And I'm going to -- I think we may just need to

12 check with the magistrate judge.

13 If I ask you a question, you understand you

14 have to answer the question, sir.

15 A You're trying to twist it out of context. 08:33:47

16 MR. WALD: Let's just --

17 THE DEPONENT: Let me state a fact first.

18 MR. WALD: Let me -- let me see if I can do

19 this. Let's see if you can answer the question

20 "yes" or "no," and then if you -- if you want to 08:33:58

21 explain your answer, then -- then ask if you can

22 explain your answer.

23 THE DEPONENT: So obviously --

24 BY MR. HOLSCHER:

25 Q Let me restate the question. And then your 08:34:08

Page 33

1 obligation is to answer the question I asked.

2 Your counsel can have an opportunity if he

3 wants to ask follow-up questions.

4 MR. WALD: But part of the protocol, which I

5 read into the record, is if the witness believes 08:34:20

6 that he can't give a simple "yes" or "no" answer,

7 that he should note that for the record.

8 MR. HOLSCHER: I'm comfortable on this

9 record, bringing the judge -- the magistrate judge.

10 I want to work through this. 08:34:31

11 BY MR. HOLSCHER:

12 Q I'm told you're on a time constraint. We've

13 set to come in at 7:00. We're trying to cooperate

14 here. I'm entitled to ask you questions.

15 A All right. 08:34:39

16 Q Let me just back up with -- back up.

17 Yesterday, did you issue a press release

18 indicating in your view as of today that the Valeant

19 bid for Allergan massively undervalues the company?

20 A I did. And I stand by that statement. 08:34:57

21 Q And after -- and after the bid was announced

22 in April, the first bid, you repeatedly said you

23 believe the bid massively undervalued the company,

24 right?

25 A Absolutely correct. 08:35:09

9 (Pages 30 - 33)


Exhibit 9 Page 171


Page 34

1 Q So my question to you is: As of this

2 February 12, 2014 time period when you sold your

3 stock for $123, 252,000 shares, did you believe that

4 the price of $123 massively undervalued the value of

5 your stock? 08:35:28

6 A On that day, I believe the stock was fairly

7 valued. But let me make a statement because you are

8 not allowing me to answer the question.

9 What your client and you are doing is

10 misleading. I wish to point out on the record that 08:35:43

11 these options were already nine years old. In this

12 company, we have ten-year options. I think it is

13 not to be expected that I let my options expire

14 without being exercised.

15 I would also like to point to the record that 08:36:02

16 this is a very small quantity of the overall options

17 that I possess. Roughly, as of today, after that

18 exercise, I have 3 million options in the company.

19 So my interests are extremely aligned with the

20 stockholder base. 08:36:20

21 Another thing I would like to point out on

22 the record is at the time the earnings projections

23 for 2014 were very different than the answer that

24 you received from me about ten minutes ago on the

25 current earnings expectations for 2014, which, as of 08:36:37

Page 35

1 yesterday, were raised to $6.20.

2 MR. HOLSCHER: Counsel, let's just take a

3 break for a second.

4 THE VIDEOGRAPHER: Going off the record.

5 Time is 8:36 a.m. 08:36:58

6 (Recess.)

7 THE VIDEOGRAPHER: Back on the record. The

8 time is 8:42 a.m.

9 BY MR. HOLSCHER:

10 Q Mr. Pyott, what is the rough market value of 08:42:50

11 the options that you currently hold in Allergan

12 stock?

13 A Probably of the order of about $350 million.

14 Q Okay. And, roughly, what is your

15 compensation been over the -- say the last five 08:43:08

16 years at Allergan? Total compensation.

17 A Total? Well, the target compensation when

18 the options are awarded is normally about

19 $10 million a year.

20 Q Now, in this February of 2014 time period you 08:43:20

21 have the analyst from Bank of America Merrill Lynch

22 doing a -- a research piece on a possible Valeant

23 acquisition of Allergan; is that fair?

24 A That was his piece of work. I would

25 definitely have not discussed any details. 08:43:44

Page 36

1 Q Okay. And you also had the Sanford Bernstein

2 comment with respect to a potential Valeant Allergan

3 transaction?

4 A Correct. And I'm sure that if you reviewed

5 all the other analysts' reports, there probably 08:44:00

6 weren't any remarks in that direction.

7 Q After this February time period, did you take

8 any steps to try to protect -- let me be more

9 precise.

10 Between this February time period and 08:44:21

11 April 22nd of 2014, did you take any steps to try to

12 prepare Allergan in case Valeant or some other

13 company made an unsolicited offer?

14 A No.

15 Q But it's fair to say that you, as of this 08:44:41

16 February to April time period, personally were

17 skeptical about taking Valeant stock as part of any

18 transaction?

19 A It didn't even occur to me. I don't sit

20 speculating about who might be interested in the 08:44:59

21 company or under any circumstances.

22 Q But -- but you did make the statement to the

23 analyst that you believe shareholders would be

24 hesitant to take Valeant stock?

25 A The reason I would have done that is because, 08:45:15

Page 37

1 going back to our earlier discussion about the

2 secondary offering that Valeant had made in the fall

3 of 2013, it would be very clear that Valeant, if

4 there were a hypothetical transaction, would have to

5 offer a lot of equity in addition to cash. 08:45:38

6 Q Now, do you agree that one of your

7 responsibilities as CEO of Allergan is to deal with

8 the investment community to try to make sure that

9 Allergan stock is fairly valued by the investment

10 community? 08:45:56

11 A That is correct, and I have a long track

12 record of doing so.

13 Q And in order to do that, you participate in

14 earnings calls?

15 A I participate in every single earnings call 08:46:03

16 that has been held since I was appointed CEO 16

17 years ago.

18 Q And you have meetings and phone conferences

19 with analysts?

20 A What we normally do is we have a quarterly 08:46:16

21 earnings call, which is open to the public. The

22 questions are asked by sell side analysts. And, you

23 know, when there is invest -- investor conferences

24 arranged by the big banks from time to time, I

25 participate or the other members of the investor 08:46:35

10 (Pages 34 - 37)


Exhibit 9 Page 172


Page 38

1 relations team.

2 Q And with respect to the -- the value of the

3 Allergan stock, for the last six months of 2013 it

4 traded roughly between a range of about 80 and 110;

5 is that about right? Last part of 2013, the last 08:47:01

6 six months.

7 A Yeah, it would probably be even less than 110

8 until about the middle of January.

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24 Q I don't -- no, you can't. No, I'm sorry. I

25 don't interrupt when it's -- it's not at all 08:48:15

Page 39

1 responsive to my question. It's a narrative on an

2 entirely different topic.

3 A Okay.

4 Q So I -- I'm -- I'm --

5 A Should we back up and let me -- 08:48:26

6 (Speaking simultaneously.)

7 BY MR. HOLSCHER:

8 Q No, no. No, I'm going to ask you a different

9 question --

10 A Okay. Absolutely. 08:48:29

11 Q And I'm going to let you and your counsel

12 know that I'm trying here.

13 A Yes.

14 Q I know you haven't done a deposition in a

15 long time. But you have to answer my question. I'm 08:48:34

16 -- I'm asking fair questions. It is not the time

17 for you to give your views on things.

18 So let's try again. Okay?

19 A Okay.

20 Q Okay. 08:48:43

21 Do you believe the market was undervaluing

22 Allergan's value -- enterprise value for the last

23 six months of 2013 when its price was between 80 and

24 110?

25 A Yes. 08:49:10

Page 40

1 Q Okay. Now, you've just given a -- a long

2 answer about an issue relating to Restasis. When

3 was that resolved by the FDA?

4 A Really it wasn't resolved by the FDA. But

5 the seminal event was when we published the first of 08:49:24

6 five -- sorry, the -- the U.S. patent office issued

7 the first of then a series of five patents that

8 expire on that product in the time zone of 2022 to

9 2023, which is why there was a very large uptake in

10 the stock when that occurred. 08:49:46

11 Q And when was that event, sir?

12 A That occurred right during the J.P. Morgan

13 investor conference. Recollection somewhere between

14 the 10th and 15th of January.

15 Q But -- but as of the February time period, 08:50:00

16 the stock, well after that information became

17 public, was trading around this 123 price you sold

18 your shares?

19 A Correct. And as the people contemplated the

20 benefits of the Restasis situation, we also won an 08:50:14

21 appeal court ruling on a very important drug called

22 Lumigan, and that's why the stock then started

23 moving up beyond 110 into the kind of $120 range.

24 Q Okay. At the time that you received the

25 unsolicited offer by Valeant and Pershing Square in 08:50:34

Page 41

1 April of 2014, about what was the stock price for --

2 for Allergan?

3 A I think before Pershing Square started their

4 -- their buying, it would have been somewhere in the

5 high 110s, low 120s. 08:50:59

6

7

8

9

10

11

12

13

14

15

16

17

18 MR. WALD: To the extent that Mr. Holscher is

19 asking you questions that would require you to

20 discuss current business strategies that are 08:51:38

21 currently under consideration, I would instruct you

22 not to answer. To the extent that he is asking you

23 questions that do not require you to reveal current

24 business strategies, you should answer.

25 MR. HOLSCHER: To be clear, I'm not asking 08:51:51

11 (Pages 38 - 41)


Exhibit 9 Page 173


Page 42

1 him a question about any pending transaction. So

2 this is a series of questions not intending to lead

3 up to a question about a transaction.

4 BY MR. HOLSCHER:

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19 THE VIDEOGRAPHER: Going off the record. The

20 time is 8:52 a.m. 08:52:27

21 (Recess.)


23 time is 8:54 p m. -- a m.

24 BY MR. HOLSCHER:

25

Page 43

1

2

3

4

5

6

7

8

9

10

11

12 Q Okay. With respect to your dealing with

13 Valeant and Pershing Square, has Allergan hired a

14 proxy firm?

15 A Correct. 08:55:37

16 Q And have you hired investment bankers from

17 Goldman Sachs?

18 A Yes, and Merrill Lynch.

19 Q That's my next question.

20 Have you also hired FTI? 08:55:46

21 A Yes.

22 Q And the Alvarez firm?

23 A Correct.

24 Q You've also hired a PR firm?

25 A Correct. 08:55:55

Page 44

1 Q Okay. And you've also hired multiple law

2 firms?

3 A Correct.

4 Q And you are working with some forensic

5 accountants too? 08:56:08

6 A Those are the ones you mentioned. I think

7 you -- did you mention FTI?

8 MR. WALD: Yes.

9 THE DEPONENT: Right. There's FTI, Alvarez.

10 Those are the two. 08:56:21

11 BY MR. HOLSCHER:

12 Q Okay. And those law firms and advisory firms

13 are assisting you in evaluating your -- your various

14 strategic options for Allergan?

15 MR. WALD: Object to the form. 08:56:33

16 THE DEPONENT: They give us very specific

17 advice on their own areas of expertise.

18 BY MR. HOLSCHER:

19 Q Okay. And you've made a number of proxy

20 filings in the last few months? 08:56:49

21 A I think usually in response to those by

22 Pershing Square.

23 Q But you have made a number of proxy filings?

24 A Yes.

25 Q Okay. And, in your view, none of this action 08:56:59

Page 45

1 is taking steps towards commencing a tender offer,

2 right?

3 MR. WALD: Object to the form of the

4 question.

5 THE DEPONENT: No. I think the answer is no, 08:57:18

6 to the best of my ability.

7 BY MR. HOLSCHER:

8 Q Okay. I'm going to ask you a series of

9 questions regarding Valeant's business and its

10 business model. 08:57:55

11 Are you familiar with Valeant's dermatology

12 products?

13 A Both the ones they divested aesthetic ones as

14 well as their medical dermatology products, yes.

15 Q And their ophthalmology products? 08:58:12

16 A The ones they acquired from Bausch & Lomb

17 principally. There's a couple of small ones they

18 bought themselves.

19 Q What's Elidel?

20 A That's a product for atopic dermatitis. 08:58:24

21 Q And that's a Valeant product?

22 A Yeah. Originally it was sold by Novartis,

23 but it was subsequently acquired by Valeant.

24 Q Do you know what Valeant's market share is

25 for Elidel? 08:58:42

12 (Pages 42 - 45)


Exhibit 9 Page 174


Page 46

1 A I have no idea.

2 Q Do you know what the growth rate of Elidel

3 is?

4 A I would if I looked to the sheet of paper,

5 but I can't recollect every single detail. 08:58:49

6 Q Can you give any range of the growth rate for

7 Elidel?

8 A I recollect that it's in decline.

9 Q Do you know if the growth rate of Elidel in

10 fact is 46 percent? 08:59:02

11 A I don't know that without consulting my work

12 papers.

13 Q Okay. Do you have work papers that have the

14 various growth rates and market share for Valeant

15 products? 08:59:12

16 A I wouldn't have work papers. I read their

17 analysis on it.

18 We also buy, as a normal course of business,

19 all the IMS data on all the products in these

20 categories. 08:59:26

21 Q Be fair to say that as you sit here today you

22 don't know the market share or growth rate of

23 Elidel?

24 A I cannot be expected to know every single

25 product of my competitors. With work papers in 08:59:36

Page 47

1 front of me, however, I would be eminently capable

2 of assessing growth rates and trajectories.

3 Q You've made dozens of statements to the press

4 that Valeant's products don't have any organic

5 growth. 08:59:53


7 A Yes, that is correct, in their entirety.

8 Q Do you know what Jublia topical solution is?

9 A Yes.

10 Q And what is it? 09:00:02

11 A It's for onychomycosis.

12 Q Okay. And that's a Valeant product?

13 A One that they -- in license from Dow.

14 Q And how long ago did Valeant launch Jublia?

15 A It's about three to four months back. 09:00:17

16 Q And how has it performed?

17 A It's coming off the launch pad. And I know

18 that they are quite excited about it.

19 Q Do you have -- do you have any -- can you

20 give any estimate of your understanding of the 09:00:31

21 growth rates for the Jublia launch?

22 A Well, of course, when you start at zero,

23 they're, by definition, infinitesimal. The real

24 question is how long does the growth trajectory last

25 and where does it go. 09:00:50

Page 48

1 Q Do you know how much it cost Valeant to

2 develop Jublia?

3 A It was relatively low. I remember there was

4 a quote from Michael Pearson that, from memory, it

5 was in the sort of 15 to $20 million range. 09:01:03

6 Q Either way, but under $40 million for Valeant

7 to develop Jublia, fair?

8 A Probably after they acquired the license,

9 probably.

10 Q Do you know what SOLODYN is? 09:01:15

11 A Yes.

12 Q And what is it?

13 A It's a -- oral product for acne they acquired

14 from Medisis.

15 Q And is that -- it's a Valeant product? 09:01:25

16 A Since they acquired Medisis, correct.

17 Q And do you know what SOLODYN's market share

18 is now?

19 A The reason I don't know a lot of these

20 answers is because different companies cut how they 09:01:38

21 define the market in very different ways.

22 Q Right. Can you give any estimate of the

23 market share for SOLODYN in its market?

24 A The reason I'm having difficulty is because

25 different companies put different products into the 09:01:55

Page 49

1 categories. By including or excluding, you end up

2 with completely different numbers. They look at it

3 differently than we do, that I can tell you.

4 Q Well, why don't you give me the market share

5 of SOLODYN based on your definition of the market. 09:02:11

6 A I couldn't recollect that, and I'm not sure

7 that it's relevant either.

8 I think the more important fact is what is

9 the growth or decline of the product.

10 Q Okay. And do you know what the growth rate 09:02:22

11 is for SOLODYN right now?

12 A It's in decline.

13 Q Do you know, in fact, that you're wrong, that

14 it actually has a positive growth rate?

15 A Depends what period you're taking and whether 09:02:31

16 you're talking end market or ex factory.

17 Q What is the basis for your conclusion that

18 the growth rate of SOLODYN is in decline?

19 A Based on the IMS data, which we purchase.

20 Q Okay. And what time period of IMS data are 09:02:46

21 you using?

22 A Well, we buy the data monthly, and so each

23 analysis leads to a different question. You have to

24 look at it period by period.

25 Q Okay. Do you know what Acanya is? 09:03:01

13 (Pages 46 - 49)


Exhibit 9 Page 175


Page 50

1 A Yes.

2 Q And what is it?

3 A That one is -- I can't recollect the

4 indication.

5 Q Do you recall whether or not it might be acne 09:03:16

6 medication?

7 A Yeah, correct.

8 Q Okay. Do you know what Valeant's current

9 market share is for Acanya?

10 A Same issue as before, how companies define 09:03:26

11 market category.

12 Q In terms of how you would define the market

13 for acne medication, what do you believe the current

14 market share of Acanya is?

15 A I have no idea. 09:03:38

16 Q Would it surprise you to know that it's

17 89 percent of the market?


19 THE DEPONENT: You see, it's like everything.

20 If you have only very few products in a category, 09:03:46

21 you can have almost 100 percent market share. If

22 you took every single acne product in the U.S.

23 market, including generics, the market share would

24 be incredibly low.

25 /// 09:03:59

Page 51

1 BY MR. HOLSCHER:

2 Q Okay. Do you know what Valeant's growth rate

3 is for Acanya?

4 A I cannot recollect without my work papers.

5 Q Do you know whether or not it's about a 09:04:06

6 13 percent growth rate?

7 A Without my work papers, that's a pretty small

8 product.

9 Q It's a small product with or without your

10 work papers, right? 09:04:17

11 A It's a small product.

12 Q Okay. Do you know what the growth rates are

13 for branded generics in Russia?

14 A No.

15 Q Do you know what Valeant's growth rate is in 09:04:27

16 Russia?

17 A There was a number I read in an analyst

18 report couple of days ago. There was a meeting

19 between UBS and Valeant management. That number

20 would be in there. 09:04:44

21 Q Do you know if, in fact, Valeant's growth

22 rate in Russia is 20 percent?

23 A I think their growth rate is pretty good.

24 Q Okay. Do you know what the growth rates are

25 for branded generics in China? 09:04:56

Page 52

1 A Branded generics of what?

2 Q In the areas for which Valeant and Allergan

3 sell their products.


5 THE DEPONENT: I presume that you're 09:05:09

6 referring to Bausch & Lomb ophthalmology products.

7 They are probably in the double digit range, from

8 recollection.

9 BY MR. HOLSCHER:

10 Q And are you aware that Valeant's growth rates 09:05:21

11 for those Bausch & Lomb products in China is

12 19 percent?

13 A Could well be, if that's what they state it

14 is.

15 Q Do you know what the growth rate is generally 09:05:33

16 for branded generics in Mexico?

17 A No.

18 Q Do you know whether or not Valeant's growth

19 rate in Mexico is three times the growth rate for

20 branded generics? 09:05:44

21 MR. WALD: Object to the form. Vague and

22 ambiguous.

23 THE DEPONENT: Yeah, I think you're probably

24 not being sufficiently specific, because Valeant

25 operates in both dermatology and ophthalmology. 09:05:57

Page 53

1 And, of course, then you have completely different

2 numbers and conclusions.

3 BY MR. HOLSCHER:

4 Q Okay. Would you agree that Valeant has a

5 strong growth rate in Mexico? 09:06:09


7 THE DEPONENT: You see -- you are talking as

8 -- as an entity? Or --

9 MR. HOLSCHER: Correct.

10 THE DEPONENT: They may have some growth 09:06:17

11 overall.

12 But, of course, you see in all these

13 questions, let me be clear. By looking at the IMS

14 data for pharmaceuticals, it's not a guessing game.

15 They're absolute numbers. You look at them, you 09:06:31

16 look at periods, and the conclusions are clear.

17 BY MR. HOLSCHER:

18 Q Fair to say you've stated to the analyst

19 community and publicly that you believe Valeant's

20 tax rate is unsustainable? 09:06:41

21 A Correct.

22 Q Okay. What facts --

23 A Am -- am I allowed to explain why I say that?

24 MR. WALD: You can ask him if you can --

25 MR. HOLSCHER: I'm going to actually. 09:06:54

14 (Pages 50 - 53)


Exhibit 9 Page 176


Page 54

1 THE DEPONENT: Okay. Fine. I'm just trying

2 to make sure.

3 MR. HOLSCHER: No one is going to accuse you

4 of being a potted plant, Mr. Pyott.

5 MR. WALD: Or you, Mr. Holscher. Or me. 09:07:09

6 MR. HOLSCHER: That's fair.

7 BY MR. HOLSCHER:

8 Q On what facts do you rely to back up your

9 conclusion that Valeant's tax rate is unsustainable?

10 A Because it is a massive outlier in the 09:07:19

11 pharmaceutical and medical device industry in terms

12 of the rate they currently pay.

13 Q Other than the fact that it's an outlier, are

14 you relying on anything else for your conclusion

15 that Valeant's tax rate is unsustainable? 09:07:39

16 A I think be -- beyond -- well, let me answer

17 it precisely.

18 If we look forward to what is being

19 undertaken both by U.S. treasury and very likely by

20 the U.S. congress in terms of managing the loss of 09:08:00

21 tax income to the U.S. treasury, I -- I think

22 there's a very strong likelihood that there will be

23 tax reform in the next -- and then you can

24 speculate. Is it after the election, one year from

25 now, two years from now, three years from now, four 09:08:19

Page 55

1 years from now?

2 The longer you go, the more likely there will

3 be very major tax reform.

4 Q Is your conclusion that Valeant's tax rate is

5 unsustainable based upon your opinion that the 09:08:32

6 United States is going to change its tax laws?

7 A Partially.

8 Q Okay. Have -- have you had any expert or

9 consulting firm do an analysis for you with respect

10 to the sustainability of Valeant's tax rate? 09:08:49

11 A Not -- no to the analysis. Certainly many

12 conversations.

13 Q Apart from your opinion that the

14 United States may change its tax laws, what else

15 supports your opinion that Valeant's tax rate is 09:09:21

16 unsustainable?

17 MR. WALD: Can I just ask a question? He

18 also said it was a massive outlier in the industry.

19 Did you mean to include that or --

20 MR. HOLSCHER: Well, that's fine too. 09:09:33

21 BY MR. HOLSCHER:

22 Q You've indicated Valeant's a massive outlier.

23 A True.

24 Q You've also indicated you believe the

25 United States may change its tax laws. 09:09:39

Page 56

1 A Correct.

2 Q Apart from those two things, is there

3 anything else that you're aware of that supports

4 your opinion that Valeant's tax rate is

5 unsustainable? 09:09:51

6 A Well, I think there's another fact that, as

7 disclosed by Valeant in one of their -- I think it

8 was the last 10-Q -- the IRS is now conducting an

9 audit of their, I believe, 2011, certainly 2012, and

10 maybe 2013 fiscal returns. 09:10:11

11 Because, of course, we know in our industry,

12 any company, if you have a low tax rate, of course

13 any taxing authority takes a great interest in that.

14 Q So would it be fair to say one other basis

15 for you to view their -- their tax rate may be 09:10:30

16 unsustainable is that they are being audited now?

17 A Correct.

18 I think another fact that is important is,

19 when you look at the filings in our reports,

20 Allergan currently pays about 26 percent worldwide 09:10:44

21 tax. Valeant has stated in their presentations they

22 would expect to reduce that in the period of a

23 couple of years to about 8 percent.

24 Q Okay.

25 A Which I think is in the same quadrant as the 09:10:59

Page 57

1 earlier discussion, to say it's quite aggressive.

2 And, of course, the more aggressive one is, the

3 greater risk you take.

4 Q Would it be fair to say that the analysts

5 covering Allergan for the last several years have 09:11:20

6 raised questions regarding Allergan's SG&A expense

7 ratio?

8 A Yeah, we've always had a robust discussion

9 about how much investment is required to drive the

10 exceptional growth -- the -- the exceptional sales 09:11:40

11 growth of the company.

12 MR. HOLSCHER: Okay. Let's mark this Exhibit

13 5.

14 (Whereupon, a discussion was held off the

15 record.) 09:12:00




19 BY MR. HOLSCHER:

20 Q I've placed before you a Allergan Q4 2011 09:12:22

21 earnings call transcript, and I'd like to have you

22 turn your attention to page -- first to page 8, and

23 then I'm going to ask you to look at page 11.

24 So looking at page 8 of the Q4 2011 earnings

25 call transcript, third paragraph down, do you see 09:12:49

15 (Pages 54 - 57)


Exhibit 9 Page 177


Page 58

1 that you're reporting the Non-GAAP selling, general

2 administrative expenses to product net sales ratio

3 with the fourth quarter was 39 percent, totaling

4 $540 million?

5 A Correct. 09:13:03

6 Q And that the comparable ratio for the same

7 period in 2010 was about 40 percent, do you see

8 that?

9 A Yes.

10 Q Then going to page 11, there's some comments 09:13:15

11 from a Shibani Malhotra. Do you see that?

12 A Uh-huh.

13 Q And is that one of the analysts that you've

14 talked to over the years?

15 A Yes, she's covered us at various firms. 09:13:32

16 She's now, in fact, working for a company called

17 Sterne Agee after she left World Bank of Canada.

18 Q And so you think she's a sharp analyst?

19 A She's pretty good, yeah.

20 Q And in 2011 she's asking you -- stating 09:13:45

21 you've talked about bringing your SG&A down to

22 35 percent over the last couple of years.

23 Do you see that?

24 A Correct, yes.

25 Q And then you answer (as read): 09:13:56

Page 59

1 "Well, clearly we've stated over

2 the years that gradually SG&A rates

3 will come down to the mid 30s," and

4 then you go on to answer that

5 question. 09:14:08

6 Do you see that?

7 A Correct. Yes.

8 Q Okay.

9 And then, in 2012, did you reduce your SG&A

10 from 39 percent? 09:14:17

11 A So this was 2011. I think in 2012 it came

12 down fractionally, from memory.

13 Q About how much?

14 A Just a tad.

15 Q Less than a percent maybe? 09:14:28

16 A Probably, yeah.

17 Q So it's still around 38 percent SG&A 2012?

18 A From my recollection.

19 Q Okay. And would it be fair to say that in

20 your -- your -- your exchanges with analysts over 09:14:42

21 the last five years, that one of the areas that's

22 been a focus of their questions of many areas has

23 been the SG&A expenses of Allergan, which have been

24 higher than the industry averages?

25 A We have certainly been on the upper end, and 09:15:04

Page 60

1 I think the context is that we've also built some

2 very large products and product markets during that

3 time.

4 (Whereupon, a discussion was held off the

5 record.) 09:15:35




9 BY MR. HOLSCHER:

10 Q I've placed before you a Q2 2013 earnings 09:15:46

11 call, and I'd like to draw your attention to

12 comments from Mr. Rubin of Goldman Sachs. This is

13 the 10/9/2014 call --

14 A Which page?

15 Q At the bottom right it will say page 15 to 09:16:14

16 19.

17 A 15, okay.

18 DEPOSITION OFFICER: 2013 call?

19 THE DEPONENT: This is 2013.

20 MR. HOLSCHER: I guess we printed 10/9/2014. 09:16:20

21 I'm sorry.

22 It's the -- it's the second quarter of 2013

23 earnings call, and it's page 15 to 19.

24 THE DEPONENT: Okay.

25 /// 09:16:30

Page 61

1 BY MR. HOLSCHER:

2 Q The top of page 15. So Mr. Rubin is an

3 analyst from Goldman Sachs.

4 Do you see that?

5 A It's actually the lady, Jami Rubin, yeah. 09:16:36

6 Q And in her comment she said (as read):

7 "I would imagine there would be a

8 lot of room to restructure given how

9 high our SG&A ratio is."


11 A Yep.

12 Q And then you give a comment. And again,

13 there's a full paragraph, and I'm not stating I'm

14 reading the whole paragraph, but you say essentially

15 it's part of your plan for growing the company (as 09:17:06

16 read):

17 "You're quite right that we have

18 had very high SG&A ratios relative to

19 the rest of the industry. Of course

20 if you think of the ratio I mentioned 09:17:14

21 for R & D as well, 17 percent sales.

22 That's on the high end as well."

23 Do you see that?

24 A Uh-huh.

25 Q Okay. Now, at the time of the unsolicited 09:17:23

16 (Pages 58 - 61)


Exhibit 9 Page 178


Page 62

1 offer from Pershing Square and --

2 A So -- okay. I'm listening.

3 Q At the time of the unsolicited offer from

4 Pershing Square and Valeant, what was the SG&A

5 expense ratio for Allergan? 09:17:47

6 A Which time period are you referring to?

7 Q Well, as of --

8 A Full year 20 --

9 Q So what -- right, what your estimate would

10 have been as of -- I'm going to ask you later about 09:17:58

11 changes that were made later in 2014. But as of

12 April of 2014, what was the expected SG&A ratio for

13 Allergan?

14 A For which period?

15 Q Your estimate for all of 2014. 09:18:13

16 A It was probably -- somewhere probably high

17 37 percent.

18 Q Okay. And what was your -- as of April 2014,

19 what was the R & D to sales ratio that you had

20 expected or had estimated? 09:18:39

21 A For the full year 2014?

22 Q Correct.

23 A It would probably be about 16 and a half

24 percent.

25 DEPOSITION OFFICER: 15? 09:18:49

Page 63

1 THE DEPONENT: 16. 16 and a half. 16.5. 16

2 and a half.

3 BY MR. HOLSCHER:

4 Q Okay. When did Allergan announce that it was

5 cutting 13 percent of its workforce? 09:19:16

6 A That would have been publicly

7 announced -- well, it -- we -- we had made

8 references to what was coming, but definitely by,

9 very publicly, end of July, early August.

10 Q Of 2014? 09:19:38

11 A '14, correct.

12

13

14

15

16

17

18

19

20

21

22

23

24 Q With respect to these -- dealing with the

25 unsolicited offer from Valeant/Pershing Square, fair 09:20:34

Page 64

1 to say that you've been -- let me rephrase it.

2 With respect to the Valeant and Pershing

3 Square unsolicited offer, fair to say that as part

4 of Allergan's strategy to respond you've been made

5 the single voice to respond in the press and to 09:20:56

6 Valeant and Pershing Square?


8 THE DEPONENT: As I am both the chairman and

9 CEO of the company, it is logical that I am the --

10 the spokesperson for the company. 09:21:10

11 BY MR. HOLSCHER:

12 Q Right, but -- but, in fact, I mean, the board

13 formally made the determination that you should be

14 the person exclusively speaking on behalf of the

15 board to make sure the corporation's speaking with 09:21:22

16 a, quote, single voice?

17 A In normal circumstances, yes, and if I can

18 qualify that. But I'll see if you have another

19 follow-up question.

20 Q Okay. Now, are you aware that in -- that 09:21:35

21 other companies, when receiving unsolicited offers,

22 set up special committees of the board to evaluate

23 the offers?

24 A Sometimes the circumstances can to lead that.

25 Q Did -- did you or the other board members of 09:21:55

Page 65

1 Allergan discuss setting up a special committee of

2 the Allergan board to evaluate the unsolicited

3 proposal from Valeant and Pershing Square?

4 A Can't recollect precisely, but my belief, and

5 I believe of the whole board, is that this is a 09:22:16

6 matter for the whole board to consider.

7 Q Now, you are both the CEO and the chairman of

8 the board?

9 A Correct.

10 Q Okay. And in 2012, a little bit over 09:22:25

11 50 percent of the shareholders you voted at the

12 Allergan board meeting had requested that the CEO

13 and chairman positions be split, right?

14 A Yeah, narrowly over 50 percent.

15 Q And you opposed that, right? 09:22:43

16 A The board opposed that particular item on the

17 ballot.

18 Q But -- but you personally opposed that?

19 A I'm sure I have to recuse myself from any

20 such discussion the board may take. 09:22:58

21 Q Although you didn't -- to the extent you

22 didn't vote at the board meeting or -- or recuse

23 yourself, you also believe that it was in the best

24 interest of Allergan for you to be both the CEO and

25 the chairman? 09:23:16

17 (Pages 62 - 65)


Exhibit 9 Page 179


Page 66

1 MR. WALD: Object -- object to the form.

2 THE DEPONENT: Well, currently, it is the

3 view of the board of directors -- and of course I'm

4 the only insider, there are other eight independent

5 directors who have expressed the view in writing -- 09:23:27

6 that it is in the best interest of the company that

7 in its current moment I am both the chairman and CEO

8 in one person.

9 Of course, we also have a lead director, who

10 you have deposed. 09:23:44

11 BY MR. HOLSCHER:

12 Q And that lead director, Mr. Gallagher, you

13 agree that he hasn't -- let me say it this way: In

14 the -- is it fair to say that in the last ten years

15 Mr. Gallagher has not disagreed with you on a single 09:23:56

16 proposal before the Allergan board?

17 A Oh, I would very much doubt that.

18 Mr. Gallagher is a very accomplished, very

19 intelligent, and single-minded person who is not shy

20 of stating his opinions. I can only surmise that 09:24:13

21 you had some interesting times with him.

22 Q I did.

23 Would you be surprised if he had testified

24 that he couldn't recall a single time in the last

25 ten years where he had disagreed with a proposal 09:24:29

Page 67

1 you'd made to the board?

2 A I can't recollect any violent disagreements,

3 but certainly we all have nuances of how we should

4 proceed.

5 So it's important to add, if I may, that this 09:24:43

6 is a group of very experienced, accomplished

7 individuals who ask great questions and probe and

8 cajole in the appropriate manner to -- in

9 discharging their obligations as directors.

10 Q So, Mr. -- Mr. Pyott, I'm going to ask you a 09:24:59

11 few questions about conflict issues. And I want to

12 tell you in advance, that I'm not casting any

13 aspersions, but I want to ask you some questions

14 about potential conflict issues.

15 You agree that if Valeant were to acquire 09:25:17

16 Allergan, that it's highly likely that you would be

17 removed as the effective CEO or chairman of what's

18 now the Allergan business?

19 A I assume that I would be terminated.

20 Q You currently receive in -- in salary and 09:25:38

21 stock I think you said a benchmark of 10 --

22 (Speaking simultaneously.)

23 BY MR. HOLSCHER:

24 Q -- but you -- you've -- you've done a little

25 bit better than the target the last few years, 09:25:55

Page 68

1 right, the closer the --

2 A Yeah, because the company has actually

3 outperformed quite significantly I'm happy to say.

4 Q Right, but -- but essentially you're looking

5 at somewhere between around 15 million plus a year 09:26:02

6 in compensation?

7 A Maybe, yeah.

8 Q And you love being the chairman/CEO of

9 Allergan, right?

10 A I have a really great company. 09:26:15

11 Q Yeah. And -- and I think it's fair to say

12 that in your career this is the best job you've had?

13 A Of course, because I've been doing it a long

14 time.

15 Q Yeah. 09:26:22

16 A Although I was also at my prior company for

17 17 years as well.

18 Q And -- and would you agree that as the -- the

19 single voice and the lead person here, that you are

20 essentially involved in negotiations that if -- if 09:26:45

21 -- well, you're not involved in negotiations.

22 You are involved in a situation where that if

23 -- if Allergan were to accept Valeant's offer, in

24 fact there's a possibility you might lose your job?

25 A That would be the consequence. 09:26:59

Page 69

1 Q And have you had discussions with the board

2 as to how to deal with that potential conflict in

3 terms of your opining on the Valeant/Pershing Square

4 unsolicited offer?


6 THE DEPONENT: I would say, rotundly, no.

7 MR. HOLSCHER: Okay. This is probably a good

8 time to take a break for a couple minutes.

9 MR. WALD: Okay. Five minutes?

10 THE VIDEOGRAPHER: Going off the record. The 09:27:50

11 time is 9:27 a.m.

12 (Recess.)




16 Q Mr. Pyott, I'm going to ask you some

17 questions about some proposals that are scheduled to

18 be voted on December 18, 2014. And for shorthand,

19 for ease of reference, I put in front of you a

20 document that is a Allergan Schedule 14-A filing 09:38:49

21 with the SEC that includes an Allergan summary of

22 those proposals.




18 (Pages 66 - 69)


Exhibit 9 Page 180


Page 70

1 BY MR. HOLSCHER:

2 Q So if I can have you go to the fourth page of

3 the document, where it says "Notice of Special

4 Meeting of Stockholders," and there's a list there

5 of one through eight. 09:39:12

6 Do you have that in front of you for

7 reference for my questions?

8 A Right.

9 Q We can deal with this later. We can attach

10 just that page as an exhibit to ease -- 09:39:37

11 I've placed before you this page that's an

12 Allergan document that summarizes the eight

13 proposals that are scheduled to be voted on at the

14 special meeting of stockholders.

15 Do you see that list? 09:39:53

16 A Yes, I do.

17 Q How would Allergan be harmed if Pershing

18 Square is allowed to vote at the December 18th

19 meeting on these eight proposals?

20 A This would substantially disrupt the Allergan 09:40:14

21 franchise. I think their record speaks for itself,

22 that our directors are very well experienced in the

23 industry, the pharmaceutical industry, the medical

24 device industry, and, therefore, they should remain

25 in office. 09:40:39

Page 71

1 Q Generally speaking, there are -- some of the

2 proposals are -- relate to amending the bylaws.

3 Others relate to a request that Allergan engage with

4 Valeant in the one that you just referred to related

5 to the removal of six directors. 09:41:02

6 Broadly speaking, what harm do you believe

7 Allergan would suffer if Pershing Square is allowed

8 to vote on these eight proposals at the

9 December 18th meeting?

10 A Well, I think I've covered number one. And I 09:41:20

11 think that if we look at amending bylaws, we can,

12 I'm sure, get into more questions about how we're

13 considering improving the bylaws in terms of some of

14 the feedback we've received from stockholders.

15 And particularly on the eighth, to me it is 09:41:43

16 clear that this is the step before Valeant and

17 Pershing Square would proceed with a tender offer to

18 acquire the company.

19 Q Okay. Has any shareholder written you to

20 tell you that they believe they would be harmed if 09:42:04

21 Pershing Square voted its shares at the


23 A The word "written," the answer is no.

24 Q Okay. Has any shareholder spoken to you and

25 said they believed that they would be harmed if 09:42:23

Page 72

1 Pershing Square voted its shares at the


3 A Many stockholders have told me that they

4 absolutely do not wish to hold Valeant stock, which

5 I would consider then as harm to that stockholder 09:42:41

6 community.

7 Q With respect to just the meeting of

8 December 18th, 2014, has any shareholder told you

9 that they believed they would be harmed if Pershing

10 Square voted at the December 18th, 2014 meeting? 09:42:59

11 A No.

12 Q Now, with respect to the first proposal for

13 the -- to remove the board -- those directors.

14 Do you see number one?

15 A Right. 09:43:36

16 Q Is it your understanding that this proposal

17 does not require Allergan to replace them with any

18 particular directors?

19 A That is correct.

20 Q And that, based on proposal one, Allergan 09:43:52

21 would then -- the remaining directors would then

22 have the right under Allergan's bylaws to appoint

23 new directors?


25 Q Have you discussed with anyone at Allergan as 09:44:11

Page 73

1 to what Allergan would do if in fact this December

2 18, 2014 proposal one passed in terms of what

3 Allergan would do with respect to new directors?

4 A We've had no substantial discussions of that

5 at this moment as the time is still several months 09:44:30

6 away.

7 Q And the second proposal is to request the

8 Allergan board elect or appoint six of Pershing

9 Square and Valeant's nominees.


11 A Correct.

12 Q And you understand that's just a request and,

13 based on Allergan's bylaws, that's not binding on

14 Allergan?

15 A We would understand the names that have been 09:44:48

16 proffered to be purely recommendations of Pershing

17 Square.

18 Q Have you or Allergan done any analysis of the

19 qualifications of the recommended slate proposed by

20 Pershing Square and Valeant? 09:45:08

21 A We certainly perused their biographical data.

22 Q As you sit here today, do you have any

23 information that causes you to believe that those

24 directors are not qualified?

25 A Many people can be qualified. I would argue 09:45:20

19 (Pages 70 - 73)


Exhibit 9 Page 181


Page 74

1 that they are vastly inferior to the names of the

2 individuals on line 1.

3 Q And why do you believe they're vastly

4 inferior?

5 A They just don't have the industry -- or 09:45:33

6 breadth of experience and accomplishments that the

7 individuals seated on the board possess.

8 Q Do you have any information as to whether any

9 of the recommended board of directors slate have any

10 prior relationship with Bill Ackman or Pershing 09:45:52

11 Square?

12 A We haven't conducted -- at least for me, I

13 haven't conducted that analysis.

14 Q Do you have any information today that causes

15 you to believe those recommended directors would 09:46:03

16 breach their fiduciary duties to Allergan?


18 THE DEPONENT: My belief is that any director

19 in a U.S. public company should be well aware of

20 their obligations to the corporation and its 09:46:17

21 stockholders.

22 BY MR. HOLSCHER:

23 Q But I asked you a little bit different

24 question.

25 Do you have any information today that causes 09:46:25

Page 75

1 you to be concerned the slate of directors that's

2 being recommended would breach their fiduciary

3 duties to Allergan?

4 A I might have concerns, but I have no facts.

5 Q And the last proposal is to request that the 09:46:40

6 Allergan board engage with Valeant.

7 Do you see that?

8 A Yep.

9 Q And you understand that that's a non-binding

10 resolution in the sense it's a proposal -- that it's 09:46:58

11 a request that Allergan engage, but it's not a

12 requirement?

13 A Yes.

14 Q Okay. And let's go to Tab 24.

15 And the -- in numbers three, four and five 09:47:20

16 relate to --

17 Can we go off the record for one second.


19 time is 9:47.

20 (Recess.) 09:47:38



23 BY MR. HOLSCHER:

24 Q Before we took a break, Mr. Pyott, I was

25 drawing your attention to the proposals three, four 09:48:27

Page 76

1 and five, which relate to more, I think, technical

2 amendments to the bylaws relating to calling a

3 special meeting and various mechanics of the board.

4 Do you see those?

5 A Yes. 09:48:50

6 Q And do you agree that Allergan would not be

7 harmed if Pershing Square voted its shares on those

8 proposals at the December 18th meeting?


10 THE DEPONENT: If I may answer it, it is my 09:49:02

11 belief that Allergan would be harmed if Pershing

12 Square were able to vote their shares at the

13 December 18th meeting.

14 BY MR. HOLSCHER:

15 Q And why is that? 09:49:15

16 A Because their shares were acquired, in my

17 view, illegally, to the detriment of other Allergan

18 stockholders.

19 Q Now, with respect to Allergan's bylaws

20 relating to what needs to be done to call a special 09:49:33

21 meeting -- you recall that's been a subject of some

22 litigation in December -- I'm sorry -- some

23 litigation in Delaware and also has been raised in

24 litigation here in California?

25 A Uh-huh. 09:49:48

Page 77

1 MR. HOLSCHER: I'll mark this as our next2 exhibit.3 DEPOSITION OFFICER: This is 8.4 (Exhibit 8 was marked for5 identification by the deposition 09:50:046 officer and is attached hereto.)7 BY MR. HOLSCHER:8 Q Do you have before you an ISS report that was9 dated August 6, 2014?

10 A Correct. 09:50:2011 Q And you've seen that before today?12 A Yes.13 Q And you and Mr. Gallagher met with the ISS14 before they issued this report?15 A Correct. 09:50:3016 Q And fair to say that this -- in this report,17 ISS recommends that Allergan shareholders provide18 consents for what's now the December 18th, 201419 meeting?20 A Correct. 09:50:4721 Q And you met with ISS to try to persuade them22 to reach a different conclusion, right?23 A No. We listened to what their points of view24 were, and particularly, there was a discussion on25 our bylaws. 09:51:03

20 (Pages 74 - 77)


Exhibit 9 Page 182


Page 78

1 Q But you had actually -- you and Mr. Gallagher

2 met with the ISS and then gave them your views as to

3 why the bylaws were reasonable, right?

4 A Correct.

5 Q And in fact, you then had law firms acting on 09:51:18

6 your behalf to send out a memo to explain why the

7 bylaws were in Allergan's best interest, right --

8 A I'm not sure who the law firms were sending

9 memos to.

10 Q Okay. Were you aware there was follow-up 09:51:28

11 written communication on Allergan's behalf to the

12 ISS to try --

13 A To ISS.

14 Q -- to justify the bylaws?

15 A Yes. 09:51:37

16 Q So you weren't just having a discussion with

17 him. You were advocating to ISS that they not

18 recommend the shareholders vote in favor of having a

19 special meeting?

20 A I don't believe that was the real objective 09:51:48

21 of the meeting.

22 If I may add, my working assumption for a

23 long time is that there would be a special meeting

24 of the Allergan stockholders and that is now the

25 case. 09:52:04

Page 79

1 Q Now, would it be fair to say that ISS was

2 very critical of the restrictions and procedures

3 that Allergan had put in place for its shareholders

4 to call a special meeting?

5 A Yes, they expressed that view. 09:52:19

6 Q And that in fact, if you look at page 3 of

7 their report, on their quick score -- ISS quick

8 score, they've given Allergan the worst possible

9 rating for board practices?

10 On a scale of one to ten, they gave you a ten 09:52:41

11 with a red flag there. Do you see that?

12 A Yes. That's their view.

13 Q And you understand that that's ISS worst

14 possible score for board practices?

15 A That's their view. 09:52:54

16 Q And you disagree with their view?

17 A Yes.

18 Q With respect to the specific restrictions for

19 allowing shareholders to call a special meeting, do

20 you agree that the procedural information 09:53:11

21 requirements that you laid out in your Allergan

22 bylaws imposed a significant burden on shareholders

23 who wanted to vote?

24 A No. And may I say why?

25 Q Sure. 09:53:32

Page 80

1 A Because when one looks at what occurred, in

2 fact 35 percent of our stockholder base presented

3 materials to call the special meeting. And

4 subsequent to that, we've agreed to hold a special

5 meeting on December 18th. 09:53:51

6 Q When you agreed to call the special meeting

7 on December 18th, that was after there had been some

8 hearing in front of Judge -- Chancellor Bouchard in

9 Delaware?

10 A Correct. 09:54:02

11 Q And your counsel -- I don't want

12 communications, but you were provided with -- did

13 you ever see a transcript of Chancellor Bouchard's

14 remarks at the hearing before you settled the

15 litigation? 09:54:14

16 A There were a few excerpts related to me.

17 Q Were you provided the excerpt that --

18 where --

19 MR. WALD: Maybe just ask whether he's

20 seen -- 09:54:23

21 THE DEPONENT: I haven't seen the complete

22 transcript.

23 MR. WALD: -- as opposed to --

24 THE DEPONENT: I don't have time to read

25 transcripts. 09:54:30

Page 81

1 BY MR. HOLSCHER:

2 Q You're aware that before you settled the

3 Delaware litigation, Chancellor Bouchard had

4 referred to these bylaws we're talking about as

5 "horse-choking bylaws"? 09:54:40

6 A I heard that.

7 Q Do you have any reason to believe that

8 Chancellor Bouchard is biased or unfair?

9 A No.

10 Q When you heard that Chancellor Bouchard 09:54:51

11 questioned whether or not these were, quote,

12 "horse-choking bylaws," did that cause you to

13 rethink whether or not these bylaws were reasonable?

14 A Definitely. And that's why we're considering

15 making some amendments, based not just on Chancellor 09:55:10

16 Bouchard, but feedback we received from multiple

17 stockholders.

18 Q And when you met with the ISS, in fact you

19 and Mr. Gallagher indicated to the ISS that you

20 believe that many other companies had a similar set 09:55:29

21 of bylaws.



24 Q And then you also had your law firm send the

25 ISS a list of 20 other companies that Allergan 09:55:38

21 (Pages 78 - 81)


Exhibit 9 Page 183


Page 82

1 contended had similar bylaws.


3 A Yes.

4 Q But in fact, ISS disagreed and believed that

5 that list of 20 actually wasn't true; that all of 09:55:53

6 those 20 had less restrictive bylaws.


8 A I think they had a different point of view.

9 And I think one very important point to make is, of

10 course, some companies don't allow to call special 09:56:08

11 meetings at all. So in that respect, we're better

12 than many.

13 Q And in fact, the ISS concluded that the

14 Allergan bylaws are far more restrictive than any of

15 the comparative companies that Allergan provided to 09:56:29

16 the ISS?


18 A I believe that was in the conversation,

19 weighed in their entirety, because one can pick

20 provision by provision. That is their point of 09:56:42

21 view. And I think, based on that feedback, as I've

22 stated, the board is currently looking at amending

23 some of the bylaws.

24 Q And do you agree with the ISS conclusion that

25 the Allergan bylaws are far more restrictive than 09:56:55

Page 83

1 any of the comparative companies that Allergan

2 presented to ISS?

3 A I would be unable to make that remark, based

4 on the exact bylaws, line by line, of each

5 individual company. I think you can well imagine 09:57:10

6 that's a little beyond my area of expertise and

7 probably value added.

8 Q And do you agree that ISS is a leading

9 shareholder advisory service?

10 A It's one that everybody has to pay attention 09:57:25

11 to.

12 Q Do you think they're fair to companies like

13 Allergan?

14 A No.

15 Q Do you think they're biased? 09:57:33

16 A I think there is an element to question. And

17 if I may say why, I think it is predicated by their

18 source of income.

19 Q Do you know whether or not ISS has received

20 zero funds from Pershing Square in the last 09:57:52

21 five years for any fee for services?

22 Do you whether that's true?


24 Go ahead.

25 THE DEPONENT: Maybe if you rephrase the 09:58:03

Page 84

1 question.

2 BY MR. HOLSCHER:

3 Q Let me rephrase it.

4 Do you have a concern that somehow Pershing

5 Square may have, for other services from ISS, paid 09:58:09

6 them money.

7 A My belief is a major source of income in its

8 entirety for ISS comes from hedge funds and

9 event-driven firms.

10 Q And what's the basis for your -- that 09:58:27

11 conclusion?

12 A Based on what our advisors tell us.

13 Q Do you know whether or not every entity who

14 purchases ISS's reports pays a subscription fee?

15 A Of course. 09:58:43

16 Q Does Allergan pay a subscription fee?

17 A I'm sure we do.

18 Q Do you know whether or not Pershing Square

19 doesn't pay ISS any more in terms of subscription

20 fees than Allergan? 09:58:52

21 A I have no knowledge of that.

22 Q But you have a concern that ISS might be

23 biased in favor of what you would refer to as

24 activist investors?

25 A I would have that point of view. 09:59:00

Page 85

1 Q Anything else that causes you to have that

2 view in addition to what you've already described?

3 A I think there is certainly a degree of

4 influence by your client. And I can't remember the

5 exact phrase, but one of the exact clauses used in 09:59:26

6 the Pershing Square material was used, to the word,

7 in the ISS document.

8 Q So the fact that they agreed or that language

9 closely paralleled --

10 A It was exactly the same. 09:59:39

11 Q And that caused you concern that ISS might be

12 biased?

13 A It raises the question in my mind.

14 Q Okay. Are you aware that Glass Lewis was

15 also highly critical of Allergan's bylaws? 09:59:52

16 A I am.

17 Q And they also reached a conclusion they were

18 unfriendly to shareholders?

19 A Correct. Which is why also, to restate what

20 I said before, that we were considering making some 10:00:02

21 improvements.

22 Q Do you think Glass Lewis is biased?

23 A I have less knowledge of them. And as I've

24 met with them personally, I wouldn't want to draw

25 any broad conclusions. 10:00:15

22 (Pages 82 - 85)


Exhibit 9 Page 184


Page 86

1 Q Do you think their conclusions were fair with

2 respect to their determination that the Allergan

3 bylaws were unduly restrictive of shareholders?

4 A I think the report was more balanced because

5 it stuck very much to the governance issues 10:00:33

6 regarding the bylaws.

7 Q Right. My question was just about governance

8 issues and bylaws.

9 Do you believe that Glass Lewis's conclusion

10 about the fact that Allergan's bylaws were 10:00:45

11 unfriendly to shareholders -- do you think that was

12 a fair conclusion?

13 A Yes. It was a much more balanced report.

14 DEPOSITION OFFICER: This is Exhibit 9.

15 (Exhibit 9 was marked for 10:01:52



18 BY MR. HOLSCHER:

19 Q Mr. Pyott, I've placed before you a June 3rd,

20 2013 letter to the Allergan board of directors from 10:02:00

21 five vice presidents at T. Rowe Price.

22 Have you seen this letter before today?

23 A Yes.

24 Q Would you agree that T. Rowe Price has been a

25 long-term investor of Allergan? 10:02:18

Page 87

1 A They've been holding various levels of stock

2 pretty constantly over the 16 years I've been CEO.

3 Q Be fair to say before you received this

4 June 3rd, 2014 letter from T. Rowe Price, they've

5 generally been supportive of what you and Allergan 10:02:39

6 were doing with respect to the business?

7 A Not always.

8 Q When have they not been supportive?

9 A Probably the last time in the early 2000s,

10 where they had very different views on what we 10:02:49

11 should be doing and at that time, sold out a lot of

12 their position. So they're a company which we

13 respect -- have their point of view. Most of the

14 time, we agree; sometimes we disagree.

15 Q So you agree with them -- there's a 10:03:03

16 disagreement once before in the early 2000s?

17 A Probably about that time.

18 Q You agree that the T. Rowe Price managers who

19 cover Allergan are a pretty savvy group?

20 A Yeah. They're good investors. It's a good 10:03:23

21 firm.

22 Q And the author of this letter, on the back,

23 Mr. Joseph Fath -- have you talked to him before?

24 A Joseph -- who is that?

25 I'm sure he was in the room. I'm just less 10:03:37

Page 88

1 familiar with him.

2 Q You met with David Giroux before?

3 A I know David, sure. We know Larry Puglia.

4 We know Bob Sharps. We know Taymaur who is the

5 insight analyst. 10:03:51

6 Q So four of the five you're fairly familiar

7 with?

8 A Yeah, sure.

9 Q And they indicate in their letter that

10 it's -- in the second paragraph -- that (as read): 10:03:59

11 "It's relatively uncommon for us to

12 reach out to a board to support a

13 merger proposal."

14 Do you see that?

15 I'm at the first page, second paragraph. 10:04:12

16 You see where it says (as read):

17 "It's relatively uncommon for us to

18 reach out to a board to support a

19 merger proposal"?

20 A Yes. 10:04:24

21 Q Would you agree with that with respect to T.

22 Rowe Price?

23 A I have no idea what they do because I'm not

24 privy to other discussions.

25 Q And they were writing to you to encourage you 10:04:31

Page 89

1 to engage in good faith negotiations with Valeant

2 Pharmaceuticals, right?

3 A Correct.

4 Q Did you talk to anyone at T. Rowe Price after

5 receiving this letter? 10:04:47

6 A Absolutely. We've been back there probably

7 once a month since May.

8 Q And as of today, it still remains T. Rowe

9 Price's view that they want you to engage with

10 Valeant? 10:05:01

11 A I think that is their view.

12 Q And it still remains the unanimous view even

13 after you've had follow-up meetings after this

14 letter?

15 A I'm not sure it's unanimous because different 10:05:10

16 members of that community own different amount of

17 stock in either Allergan or Valeant, so their

18 interests are not completely aligned. But they have

19 written the letter and they believe that

20 effectively, as it says, we should sell the company 10:05:26

21 to Valeant.

22 Q Well, I don't want to overstate the letter.

23 I believe the first -- the second -- the

24 first paragraph asked you to engage with Valeant,

25 right? The first paragraph says they (as read): 10:05:43

23 (Pages 86 - 89)


Exhibit 9 Page 185


Page 90

1 "Want you to begin good faith

2 discussions."

3 In the first paragraph. Do you see that?

4 A Yeah, sure.

5 Q In the second, they indicate the potential 10:05:49

6 merger of Allergan with Valeant would have some

7 compelling benefits.

8 Do you see that?

9 A That is their point of view.

10 Q But the letter doesn't direct you to agree to 10:06:01

11 a merger proposal. It is stating their view that

12 you should engage and there's compelling reasons to

13 engage?


15 Q Now, in the fourth paragraph, did T. Rowe 10:06:13

16 Price also indicate their disappointment that

17 Allergan has been directing resources toward

18 discrediting Valeant?

19 Do you see that?

20 A Yes. 10:06:30

21 Q And in fact, in other meetings with you, T.

22 Rowe Price has also indicated to you that they don't

23 believe it's in the best interest of Allergan for

24 you to be -- try to discredit Valeant; is that

25 right? 10:06:43

Page 91

1 A We discussed that both in person and then

2 they followed this up in writing.

3 Q And T. Rowe Price has told you in writing and

4 in person that they believe it is not in Allergan's

5 interest for you to be trying to discredit Valeant? 10:06:54

6 A That is what many of them have said and we

7 respectfully disagree on that point.

8 Q And in this letter, T. Rowe Price -- I'm

9 going to ask you your opinion on a couple of things

10 they write in this letter. 10:07:09

11 They reference what they believe is (as

12 read):

13 "Valeant's sustained pattern of

14 significant operating out-performance

15 against virtually any benchmark." 10:07:20

16 Do you see that?

17 A Which paragraph is that?

18 Q Paragraph 4, about seven lines down.

19 A That's what they write, yes.

20 Q Do you agree Valeant has had (as read): 10:07:33

21 "A sustained pattern of significant

22 operating out-performance against

23 virtually any benchmark"?

24 A I agree until earlier this year, they had

25 significant performance in terms of their stock 10:07:46

Page 92

1 price, but I would differentiate that against

2 operating performance.

3 Q And they also write that they believe (as

4 read):

5 "There's validity of Valeant's 10:07:59

6 strategy and their management team's

7 ability to successfully execute large

8 transactions."

9 Do you see that?

10 A I read it, but I clearly don't agree. 10:08:11

11 Q That's my --

12 Do you agree with T. Rowe Price's statement

13 to you that (as read):

14 "Valeant has had the ability to

15 successfully execute large 10:08:21

16 transactions"?

17 A I disagree.

18 Q Have any shareholders written you to ask you

19 to not engage with Valeant and Pershing Square?

20 A Written, no. They have told us -- several -- 10:08:44

21 that they absolutely do not wish to own Valeant

22 stock.

23 So if I may --

24 Q I'll follow up. I'm going to -- just answer

25 my questions. 10:08:55

Page 93

1 A Yes, yes.

2 Q So first, you never received any letters or

3 e-mails from any shareholders asking you to not

4 engage in discussions with Valeant?

5 A No. 10:09:08

6 Q Okay. Who are the shareholders that you

7 believe have told you they do not want you to engage

8 in discussions with Valeant?

9 A I think the question is very precise. They

10 have never directed me not to engage in 10:09:26

11 negotiations. By the tone of everything they've

12 told me, it's very clear they would not wish to see

13 the company sold to Valeant.

14 Q I'm going to break these questions down.

15 But first, you'll agree that no current 10:09:41

16 Allergan institutional shareholder outside the

17 management of Allergan -- let me rephrase that.

18 You agree that no Allergan institutional

19 shareholder has communicated to you they don't want

20 you to have discussions with Valeant/Pershing 10:10:01

21 Square?

22 A Say it one more time so I can have --

23 MR. WALD: I think there was a double

24 negative.

25 THE DEPONENT: Yeah. That's why I was 10:10:13

24 (Pages 90 - 93)


Exhibit 9 Page 186


Page 94

1 getting confused.

2 BY MR. HOLSCHER:

3 Q You agree that no Valeant -- let me say it

4 again.

5 You agree that no Allergan shareholder has 10:10:18

6 asked you to avoid having discussions with Valeant

7 and Pershing Square?


9 THE DEPONENT: No shareholder has directed us

10 not to engage in negotiations. That's the first 10:10:40

11 point.

12 BY MR. HOLSCHER:

13 Q I'm going to follow up with another question.

14 A Okay.

15 Q Are there shareholders who you believe have 10:10:48

16 communicated to you --

17 First of all, has any shareholder

18 communicated to you in writing -- institutional

19 shareholder -- that they do not want you to complete

20 any merger transaction with Valeant? 10:11:02

21 A In writing, no. Verbally, different.

22 Q I'm going to follow up.

23 A Right.

24 Q And you agree you've gotten several -- you've

25 gotten a number of letters from institutional 10:11:14

Page 95

1 shareholders holding fairly significant percentages,

2 apart from Pershing Square, telling you they want

3 you to engage with Valeant, right?

4 A There are some.

5 Q Now, who were the shareholders that you 10:11:26

6 believe have indicated to you, informally or

7 verbally, that they do not want you to consummate a

8 transaction with Valeant?

9 A May I ask: Am I allowed to answer that

10 question on grounds of confidentiality of their 10:11:43

11 information? Just so I don't commit a

12 transgression.

13 MR. HOLSCHER: You guys can talk about

14 that --

15 THE DEPONENT: I just want to make sure I'm 10:11:50

16 not breaching any --

17 THE VIDEOGRAPHER: Going off the record at

18 10:11 a.m.

19 (Recess.)

20 THE VIDEOGRAPHER: This is the beginning of 10:28:10

21 Disk 2. We are back on the record. The time is

22 10:28 a.m.

23 BY MR. HOLSCHER:

24 Q I think the last question I asked before you

25 went and checked with your counsel -- 10:28:24

Page 96

1 A Yeah.

2 Q -- was to identify the shareholders who have

3 communicated to you that they would oppose Allergan

4 merging with Valeant.

5 A So if I may, I would request that this is -- 10:28:39

6 remain highly confidential, not to be disclosed to

7 your client, media or other sources. So --

8 MR. WALD: Let me just put it on the record,

9 then, per our stipulation, that this will -- this

10 part of the transcript will be marked highly 10:28:54

11 confidential, and you and I can come to an agreement

12 about, you know, it will start now, and then we'll

13 say where it ends.

14 MR. HOLSCHER: We agree to that.

15 MR. WALD: Okay. 10:29:03

16 THE DEPONENT: Okay. Great. So let me

17 answer the question, then.

18

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14 time is 10:34.

15 (Recess.) 10:34:38


17 time is 10:35.

18 MR. WALD: Just for the record, we've had a

19 colloquy off the record and agreed that this will be

20 the end of the highly -- of this portion of the 10:35:08

21 highly confidential portion of the transcript.

22 MR. HOLSCHER: We agree. And we agree that

23 the questions answered before that between the break

24 and then we agree are highly confidential in subject

25 to those restrictions. 10:35:22

26 (Pages 98 - 101)


Exhibit 9 Page 188


Page 102

1 MR. WALD: Thank you.

2 BY MR. HOLSCHER:

3 Q The last page, Mr. Pyott, of the T. Rowe

4 Price letter, in the first full paragraph -- so it's

5 about five or six lines down, T. Rowe Price writes 10:35:32

6 (as read):

7 "Is no longer rational in our view

8 for the Allergan board to refuse to

9 meet with the bidders on the grounds

10 the author substantially values the 10:35:45

11 company."

12 Do you see that?

13 A Uh-huh.

14 Q And do you agree with that statement?

15 A That is their point of view. I do not agree 10:35:59

16 with it, nor does the Allergan board of directors.

17 Q And in the next sentence, they state (as

18 read):

19 "In fact, giving how compelling the

20 face value of the current offer is, we 10:36:08

21 failed to see how the board can

22 satisfy its duty to optimize

23 shareholder value without having fully

24 explored this option."


Page 103

1 A Um.

2 Q It's the sentence just below where I read.

3 So it says -- T. Rowe Price writes in this June 3rd,

4 2014 --

5 A Yeah, sure. 10:36:22

6 Q -- they go on to say (as read):

7 "Given how compelling the face

8 value of the current offer is, we

9 failed to see how the board can

10 satisfy its duty to optimize 10:36:40

11 shareholder value without having fully

12 explored this option."

13 Do you see that?

14 A Oh, that's in the second paragraph from the

15 top. Yep, I see it. 10:36:47

16 Q And do you agree with that statement?

17 A No.

18 Q Okay.

19 A Could I add a point?

20 Q Sure. 10:36:58

21 A Since that time, of course, happily for the

22 stockholders, Valeant has increased its offer in

23 cash. So so far so good. There's the facts.

24 Q Right. So would that make the Valeant offer

25 even more compelling today? 10:37:16

Page 104

1 A It's better than it was. But as I stated

2 earlier in my testimony, I stated that there is

3 still a very large value gap as of October 9th?

4 Q Do you know who CapRe is?

5 A Absolutely. Yeah, in Los Angeles. 10:37:39

6 Q And who are they?

7 A It's a very large group. There's different

8 parts of capital. Capital Group is Capital

9 Guardian, Capital Research, Capital World, that are

10 somewhat independently managed under the same 10:37:57

11 umbrella company.

12 Q And as of, say, June 2014, did they have a

13 fairly significant ownership interest in Allergan?

14 A To my recollection, they sold down their

15 position in late May. 10:38:13

16 Q So before they sold down their position, did

17 CapRe have a fairly significant position at

18 Allergan?

19 A Correct.

20 Q Was it more than 5 percent? 10:38:24

21 A I would recollect that.

22 Q And did you meet with CapRe before they sold

23 down their shares in the May 2014 time period?

24 A Yes.

25 Q And did CapRe at that time indicate to you 10:38:39

Page 105

1 why they were selling their shares?

2 A If you would permit me, I'd like to be

3 helpful, if we could make this next section off the

4 record --

5 MR. WALD: Yes. 10:38:53

6 THE DEPONENT: -- and highly confidential.

7 MR. WALD: So stipulated?

8 MR. HOLSCHER: Yes. Provisionally if not

9 permanently. We can talk about it later. As long

10 as it falls within the -- as of right now, I agree 10:39:04

11 this can be highly confidential. I'm not sure if it

12 meets the definition under our rules, but -- and I

13 hate to just make a decision off the cuff.

14 I agree for now it will be highly

15 confidential, and to the extent we later wish to 10:39:20

16 change it or have a different position, we'll let

17 you know in writing, and, if need be, raise it with

18 the court.

19 I just don't want to bind -- I don't believe

20 this actually meets our -- the parties' 10:39:29

21 confidential, but I'm fine for now to make it highly

22 confidential.

23 MR. WALD: I appreciate that. Could you just

24 say briefly why you think it doesn't.

25 MR. HOLSCHER: I'm not sure that 10:39:41

27 (Pages 102 - 105)


Exhibit 9 Page 189


Page 106

1 communications with a shareholder several months

2 ago --

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24 BY MR. HOLSCHER:

25 Q Did you also receive letters from other 10:43:30

Page 109

1 shareholders urging you to engage with Valeant?

2 A Particularly in the last two weeks, yes.

3 Q So Jackson Square sent you a letter as well?

4 A Correct.

5 Q They have historically been a long term 10:43:48

6 investor of Valeant?

7 A Yeah. They have earned a fortune from our

8 products.

9 Q As have you?

10 A I'm not complaining. 10:43:58

11 Q And they've been -- you don't view them as

12 activist investors, you view them as long-term

13 investors?

14 A Long-term investor.

15 Q And they had -- they had urged you to buy 10:44:07

16 back shares in Allergan stock in 2013, right?

17 A In the letter, yes. Yes. And I can say we'd

18 had those discussions about why we hadn't, and they

19 now recollect that they had those discussions after

20 we called them up and said, "Why on earth did you 10:44:27

21 put that in your letter?"

22 Q In fact, while the window was not open for

23 buybacks in all of 2013, there were windows open in

24 the second half of 2013 for Allergan to buy back

25 shares? 10:44:41

28 (Pages 106 - 109)


Exhibit 9 Page 190


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15 Q So your stock closed yesterday about, what, 10:45:40

16 190?

17 A 190.

18 Q And you could have bought back shares during

19 open window periods 2013 at about, say, 90 a share?

20 A It would have been possible, but I just gave 10:45:53

21 you the answer why we didn't.

22 Q Oh, I understand that.

23 A Yeah. Very logical and very shared with the

24 market as well.

25 Q Setting aside your -- your logical 10:46:02

Page 111

1 explanation of why you didn't, it was feasible and

2 lawful if Allergan wanted to buy back its shares in

3 2013 at a price between 80 and 100 dollars a share?

4 A Feasible, legal, strategically very unsound.

5 Q And for the reasons you've given, you believe 10:46:24

6 it's -- would have been unsound to buy back shares

7 in 2013?

8 A Until we had proof that we were going to get

9 issuance of the patents. And, of course, by that

10 time, we shut ourselves down internally, because it 10:46:36

11 would have been if not immoral, certainly illegal or

12 the other way around.

13 Q But after you got the patents and they were

14 publicly disclosed -- when was that? Early 2014?

15 A That was in that JP Morgan conference which 10:46:46

16 was somewhere between the 10th and 15th of January.

17 Q So after January 15th, 2014, you could have

18 executed a buyback of Allergan's shares in about the

19 110, 115 range, right?

20 A Correct. 10:47:03

21 Q And you didn't do that?

22 A For good reasons.

23 Q First -- I'll let you -- you didn't do that,

24 correct?

25 A We did not. 10:47:09

Page 112

1 Q And for the reasons you've stated on the

2 record or are there additional reasons you want to

3 put on the record?

4 A I think this can be on the record because,

5 you know, obviously in the normal course of 10:47:17

6 business, we're always considering what licenses or

7 acquisitions we should be pursuing. And at that

8 time we were considering a major transaction; which

9 would have involved a lot of cash.

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21 Q And, in your view, the market is overvaluing

22 Valeant's work as a business enterprise?

23 A I would say no. And may I explain that?

24 Q Sure.

25 A So the market isn't overvaluing. The reason 10:49:55

29 (Pages 110 - 113)


Exhibit 9 Page 191


Page 114

1 I say that is when you look at how Valeant trades on

2 its price earnings multiple, at certain points some

3 stock analysts would say maybe it's undervalued. At

4 higher levels they would say it's overvalued.

5 I think the concern many stock market 10:50:15

6 participants have is the difficulty of trying to

7 gauge the true performance of Valeant.

8 I've heard that not only from the buy side,

9 but even sale side there's who cover Valeant stock.

10 And I think most people are actually quite 10:50:36

11 encouraged that we put a lot of pressure on Valeant

12 to increase their level of disclosure. And even T.

13 Rowe Price in subsequent meetings to the meetings on

14 the letter we discussed under Exhibit 9 have said,

15 "Okay, we actually agree. You have done some good." 10:50:57

16 MR. WALD: Let me just get the record.

17 THE DEPONENT: I'm okay with that. That can

18 be on the record.

19 MR. WALD: So -- so if we can just go back

20 and say that the highly confidential portion will 10:51:07

21 end with the discussion of CapRe, and not include

22 the last question and answer.

23 MR. HOLSCHER: That's fine. We'll have to

24 revisit some of this later.

25 /// 10:51:22

Page 115

1 BY MR. HOLSCHER:

2 Q But the -- I asked you a different question.

3 I want to see --

4 A Okay.

5 Q -- if you can answer. I gave you an 10:51:23

6 opportunity to speak your --

7 A I understand, yes.

8 Q Part of your strategy to vent against the

9 Valeant offer was for you to give information to the

10 market, critical of Valeant with the expectation it 10:51:33

11 would reduce Valeant stock price, right?


13 question; assumes facts not in evidence.

14 THE DEPONENT: I would agree with the first

15 part of your statement. I would disagree with the 10:51:44

16 second part.

17 BY MR. HOLSCHER:

18 Q Okay. Let me show you an exhibit.

19 We can mark this. Is this 10?

20 THE DEPOSITION OFFICER: This is Exhibit 10. 10:52:06




24 BY MR. HOLSCHER:

25 Q At the bottom of this e-mail chain, there's 10:52:14

Page 116

1 an e-mail from an Ivan Farman. Do you know who Ivan

2 Farman is?

3 A He was at the beginning of this engagement

4 with Merrill Lynch on the investment banking

5 advisory team. 10:52:30

6 Q So he's one of the advisors that Allergan

7 hired to deal with the unsolicited offer from

8 Valeant and Pershing Square?

9 A At the time. Since then, he's left the team.

10 Q And so, he's -- there's an internal e-mail 10:52:44

11 among their team (as read):

12 "Venus stock is at 120, down 5

13 today."

14 Do you see that?

15 A Uh-huh. 10:52:58

16 Q And do you recognize Venice as the code word

17 you would use internally for Valeant?

18 A Correct.

19 Q Okay. And then up top it's from Jeff Edwards

20 to Albert Hwang there's an e-mail. 10:53:05

21 Do you see that?

22 A Yes.

23 Q And who is Jeff Edwards?

24 A Then the CFO of Allergan.

25 Q Okay. And then there's a reference to (as 10:53:14

Page 117

1 read):

2 "David said this is his doing."

3 Do you see that?

4 A I do.

5 Q Okay. (As read): 10:53:23

6 "Since you are just hanging out for

7 the day."

8 So this is saying to Edwards, this is his

9 doing since he was just hanging out for the day.

10 He said (as read): 10:53:29

11 "It should open down tomorrow after

12 you do your job with CapRe tonight."

13 Do you see that?

14 A Uh-huh.

15 Q And, in fact, you had discussions with 10:53:38

16 Edwards about meeting with CapRe to go through your

17 negative views of Valeant?

18 A I would recollect that it was the end verse.

19 That my job was to persuade CapRe to buy more of our

20 stock. 10:53:58

21

22

23

24

25 Q But let's make sure we go through this e-mail 10:54:05

30 (Pages 114 - 117)


Exhibit 9 Page 192


Page 118

1 chain. The first part of the e-mail is -- is -- the

2 bottom is essentially (as read):

3 "Valeant stock is at 120, down 5

4 today."


6 A I do.

7 Q And then the next is Jeff Edwards writing (as

8 read):

9 "David said this is his doing."


11 A I have no idea what that context is.

12 Q Okay. And it said he said it should open

13 down tomorrow after you, Jeff Edwards, do your job

14 with CapRe tonight.


16 A Well, given that he never met with CapRe in

17 that period, I don't understand that.

18 Q Okay. So it's your recollection that

19 Mr. Edwards never met with or talked to CapRe in the

20 June 2014 time period? 10:54:45

21 A Not to my knowledge.

22 Q Okay. So this e-mail doesn't make any sense

23 to you?

24 A Not a lot out of context.

25 Q Okay. Is there any context you can give it 10:54:53

Page 119

1 as to the statement from someone on your investment

2 banking team to Jeff Edwards saying, "David said

3 this is his doing" when referring to a drop in

4 Valeant stock of $5?

5 A Out of context, I don't know what it is. 10:55:08

6 Q Mr. Pyott, have you personally played a role

7 in trying to get analysts, doctors, and others to

8 publicly criticize Valeant?

9 A My answer to the form of your question is no.

10 If you wish, I may then elaborate what I think my 10:56:38

11 role and job is.

12 Q I'll ask you a series of follow-up questions

13 and I'll allow your counsel to follow up to the

14 extent that he thinks you haven't covered it.

15 Have you personally contacted doctors 10:56:58

16 yourself as a CEO and chairman of Allergan to ask

17 those doctors to write letters critical of Valeant?

18 A If I have, very few, and the only ones I

19 recollect is I've called some physicians working for

20 medical societies to encourage them to publish their 10:57:21

21 views on the role of innovation in its importance

22 for physicians and their patients in future. And

23 I'll stop there and you can follow up.

24 Q More specifically, haven't you contacted

25 doctors to ask them to write letters critical of 10:57:39

Page 120

1 Valeant?

2 A As I said, I've contacted some. What I would

3 wish to add is we've received literally hundreds of

4 e-mails absolutely unsolicited by anybody at the

5 company expressing grave concern about the impact on 10:57:59

6 innovation in our medical fields should Allergan's R

7 & D budget be slashed as part of an acquisition by

8 Valeant.

9 Q Who are the doctors that you have contacted?

10 A Well, I can give you one example of the 10:58:14

11 E.V.P. of American Academy of Ophthalmology, which

12 is the largest eye physician organization in the

13 world.

14 Q And you asked them to write a letter critical

15 of Valeant? 10:58:28

16 A I did not ask them to write a letter critical

17 of Valeant. I asked them to express their views on

18 the future of ophthalmologic innovation in the

19 industry in general and the role that Allergan plays

20 in it, and whatever else they wish to add. 10:58:42

21 Q And --

22 A I would never ask people to write critical

23 letters about anything. They are capable of writing

24 letters without my direction.

25 Q And, in fact, Mr. Pyott, you've gone so far 10:58:55

Page 121

1 as to try to get writers of publications fired who

2 would write anything that was complimentary of

3 Valeant's R & D?

4 A I grossly disagree with that statement.

5 Q Are you aware of a journal that published an 10:59:13

6 article complimentary of Valeant's R & D?

7 A I'm aware of an article that I think was

8 unbalanced and biassed.

9 Q And what article was that?

10 A It was one of -- I think it was Ophthalmology 10:59:26

11 Management. It was definitely an eye care trade

12 journal.

13 Q And, in fact, after you saw that article, you

14 and your team took steps to have every copy of that

15 article destroyed, right? 10:59:41

16 A Incorrect.

17 Q Why is it incorrect?

18 A We pointed out to the editor, the managing

19 editor, that they had produced an article that was

20 unbalanced. The editor happened to agree with that, 10:59:51

21 and not at our direction, decided to take

22 consequences. As a result, those consequences were

23 removal of the publication, and at his

24 own -- because he's the editor, we understood that

25 it led to the termination of the journalists. 11:00:10

31 (Pages 118 - 121)


Exhibit 9 Page 193


Page 122

1 Q Okay. And --

2 A Not directed by us.

3 Q Did Allergan request that that journal pull

4 back that article?

5 A No. 11:00:23

6 Q Did anyone at Allergan request that there be

7 action taken against the author of that article?

8 A To my knowledge, no.

9 Q So it's your understanding that article was

10 pulled back by that publication -- 11:00:34

11 A By the editor.

12 Q Please let me finish.

13 A Yes.

14 Q It was your understanding it was pulled back

15 by that editor without any request from Allergan? 11:00:40

16 A We complained about the fair balance. They

17 took their own steps.

18 Q I mean, fair to say, you're monitoring on a

19 daily basis the press relating to Valeant and

20 Allergan? 11:00:53

21 A Of course, I am.

22 Q And the article in this journal was an

23 article about Valeant's R & D procedures and

24 methods, right?

25 A Amongst other topics. 11:01:02

Page 123

1 Q And it referenced the fact that Bausch &

2 Lomb's chief scientist had remained on after the

3 Valeant acquisition, right?

4 A Calvin Roberts. I know him personally.

5 Q And the article mentioned that he was pleased 11:01:14

6 and comfortable with how Valeant was conducting R &

7 D?

8 A What else would you expect him to say?

9 Q Right. And you strongly disagree with that

10 article? 11:01:27

11 A I don't disagree with what Cal Roberts said,

12 but I disagree with much of the tone and balance of

13 that article.

14 Q And the article was not critical of Allergan

15 in any way, was it? 11:01:37

16 A I think it was false and misleading about

17 Valeant.

18 Q But you had your executives reach out to that

19 journal to try and block publication of that

20 article, right? 11:01:46

21 A I did not.

22 Q So you believe it's a coincidence --

23 A It's not a coincidence.

24 Q Please let me finish my question. Okay?

25 So do you believe it's a coincidence that 11:01:54

Page 124

1 your executives spoke with the journal and, in your

2 view, did not ask that the article be pulled, and

3 that, in fact, the editor just pulled it on his own?

4 A It is my belief they realized based on our

5 complaint that the article was not fair and 11:02:12

6 balanced, that they had to take some form of action.

7 They made that choice at their own behest.

8 Q Fair to say --

9 A I'd also like to point out --

10 Q No, you're not allowed to just point out -- 11:02:27

11 A Can I -- can you save that one, please.

12 MR. WALD: Sure.

13 BY MR. HOLSCHER:

14 Q Sir, you realize it's highly unusual for the

15 CEO of a company to be attacking journals because 11:02:37

16 they write articles that are complimentary of a

17 competitor?


19 question, assumes facts not in evidence.

20 THE DEPONENT: Yeah. I -- 11:02:54

21 BY MR. HOLSCHER:

22 Q How is it part of your fiduciary duty to the

23 Allergan shareholders for you to be directing your

24 executives to attack the author of an article that

25 compliments Valeant? 11:03:08

Page 125


2 question, misstates his testimony.

3 Go ahead.

4 THE DEPONENT: Am I meant to --

5 MR. WALD: Yes, go ahead. Yes, please. I'm 11:03:27

6 sorry.

7 THE DEPONENT: It is my job, as I've stated

8 in the whole discussion about Valeant, that the

9 market, whether it be physicians, whether it be

10 investors, read correct information that is fair and 11:03:35

11 balanced.

12 BY MR. HOLSCHER:

13 Q And you thought the article that was

14 complimentary to Valeant was a pathetic piece of

15 reporting, right? 11:03:47

16 A It was pretty pathetic.

17 Q That's what you called it, a pathetic piece

18 of reporting?

19 A I think I recollect that.

20 Q Yeah. 11:03:52

21 A It's what's called spoon feeding.

22 Q How much spoon feeding have you done to the

23 press since this started, Mr. Pyott?

24 A To my knowledge, I never spoon fed anybody.

25 I've told them what I think are the facts, and let 11:04:04

32 (Pages 122 - 125)


Exhibit 9 Page 194


Page 126

1 them write what they think is appropriate.

2 Q In fact, your investor relations have met

3 with dozens of journals and doctors --

4 A Journals.

5 Q Journals, medical journals and doctors to ask 11:04:17

6 them to write articles supportive of Allergan,

7 right?

8 A I before already answered that question.

9 Q Well, I'm entitled to ask you now. In fact,

10 your executives at your direction have -- let's 11:04:29

11 break it down -- have contacted dozens of doctors to

12 ask them to write letters supportive of Allergan,

13 right?

14 A I don't think that is a correct

15 characterization. Let me say what I said before, 11:04:43

16 which is many people completely unsolicited have

17 sent me and others e-mails complaining about the

18 situation. We have then had a very clear standard

19 operating protocol where we say, "We appreciate your

20 views. Would you be willing to share those views on 11:05:02

21 our public Web site? It is absolutely at your

22 discretion." Hundreds have chosen to do so as of

23 well over 100 medical societies worldwide.

24 Q And, Mr. Pyott, but you have reached out to

25 people who haven't sent you letters, right? That's 11:05:19

Page 127

1 my question.

2 A I answered that question earlier.

3 Q Please just -- let's take it one at a time.

4 A Okay.

5 Q Executives of Allergan have reached out to 11:05:26

6 doctors to ask them to write letters critical of

7 Valeant even if they have not sent anything to

8 Allergan, correct?


10 THE DEPONENT: Yeah. Let me answer the 11:05:36

11 question again. Our executives have reached out to

12 certain physicians and medical societies who feel

13 strongly about these matters to comment on the

14 impact to innovation should Allergan be acquired by

15 Valeant. They have not been requested to be 11:05:54

16 critical of Valeant.

17 We have not given them any form letters. We

18 have not given them any direction. And if you were

19 to take the time to read all of those on our public

20 Web site, you would see corroboration of what I just 11:06:09

21 said.

22 BY MR. HOLSCHER:

23

24

25

Page 128

1

2

3

4

5

6

7 Q And that repeatedly, you have attacked what

8 you have called Valeant's improper accounting,

9 right?

10 A I think there's a split question there. 11:06:55

11 First of all --

12 Q No, no. Let me -- no, no. It's one

13 question.

14 A You talked SEC and then you talked about --

15 Q Please let -- I have a question pending. 11:07:02

16 A Okay.

17 Q If you are going to continue to argue --

18 you've crossed the line a number of times. I'm

19 allowing you to do that because of your position to

20 get this done and your client -- your counsel wants 11:07:11

21 this done quickly. When I ask you a question that's

22 a fair question, you just have to answer it.

23 A Right.

24 Q If we could just go back to the question that

25 was pending, it was not compound. Okay. If we 11:07:17

Page 129

1 could just go back up.

2 MR. WALD: Let's bring it down. I think --

3 MR. HOLSCHER: No.

4 MR. WALD: -- he's really trying to be --

5 MR. HOLSCHER: No, no.

6 MR. WALD: Okay.

7 MR. HOLSCHER: I've given him much more

8 leeway then any other witness.

9 MR. WALD: Could we just have the question

10 repeated?

11 MR. HOLSCHER: Yes.

12 BY MR. HOLSCHER:

13 Q And repeatedly you have attacked what you've

14 called Valeant's improper accounting, right?

15 A Correct. 11:07:39

16 Q Okay. And you've done so, knowing that one

17 of your goals is for the stock price of Valeant to

18 go down?


20 THE DEPONENT: Yeah. 11:07:55

21 MR. WALD: Go ahead.

22 THE DEPONENT: Our goal, as I stated in

23 answering several of your questions, is that the

24 market should have the information available that

25 all public company investors are entitled to have to 11:08:05

33 (Pages 126 - 129)


Exhibit 9 Page 195


Page 130

1 make their judgment about what is the true value of

2 Allergan -- sorry, of Valeant stock.

3 BY MR. HOLSCHER:

4 Q What is Project Avalanche?

5 A I don't recollect that one. 11:08:24

6 Q You don't know what Project Avalanche is?

7 A Maybe can you help me. There's been a lot of

8 projects.

9 Q Okay. No, I'm -- so you don't -- as you sit

10 here today, you don't know what Project Avalanche 11:08:37

11 is?

12 A I think there was some kind of sales

13 competition, but that's my vague recollection.

14 Q Okay. You recall having -- launching any

15 projects within Allergan to try to essentially 11:08:48

16 attack Valeant's businesses directly while the share

17 offer was pending?

18 A Oh. I think you're referring to the medical

19 aesthetics business; is that correct?

20 Q I'm just asking you a question. 11:09:02

21 A Okay. Then I just can't recollect, so --

22 Q Okay. Have you ever received any reports on

23 Project Avalanche?

24 A Well, that's difficult to answer the question

25 when we're trying to explore what Project Avalanche 11:09:40

Page 131

1 was.





6 Q Okay. I put in front of you a board

7 presentation from the Allergan board. I'd like you

8 to look at page 38, please.

9 MR. WALD: I'm sorry, could I get a copy of

10 that?

11 THE DEPONENT: These are strictly

12 confidential ones, right?

13 MR. WALD: Okay. Hold on. Let me get a copy

14 of it.

15 THE DEPONENT: Sure.

16 MR. WALD: Thank you. And this is 11?

17 THE DEPONENT OFFICER: 11.

18 MR. WALD: And which page, Mark?

19 THE DEPONENT: 38.

20 MR. HOLSCHER: Page 38.

21 BY MR. HOLSCHER:

22 Q So, Mr. Pyott, I've --

23 A It says, "process, timing and tactics,"

24 correct?

25 Q Correct. 11:11:14

Page 132

1 A Okay.

2 Q And you were -- this is from a July 14th

3 special board meeting.

4 MR. WALD: I don't have a 38. I'm sorry.

5 This starts with page 75. Am I looking at the right 11:11:22

6 document? 112. Okay. I got it. Thank you. Got

7 it.

8 BY MR. HOLSCHER:

9 Q You received at the board level strategy

10 updates from Merrill Lynch and Goldman Sachs with 11:11:39

11 respect to dealing with the unsolicited offer from

12 Valeant Pershing Square?

13 A Correct.

14 Q And this is one of them?

15 A Yes. 11:11:49

16 Q And this page refers to process, timing and

17 tactics considerations.

18 Do you see that?

19 A Yes.

20 Q And the reference in this page to Venice is 11:11:56

21 to Valeant and Apollo is to Allergan, right?

22 A Correct.

23 MR. WALD: And let me just say for the record

24 that this is, as Mr. Pyott said, marked highly

25 confidential. So the questions about Exhibit 11 11:12:11

Page 133

1 should be -- the transcript should be marked highly

2 confidential.

3 Please go ahead.

4 BY MR. HOLSCHER:

5 Q And there's a reference in this page to 11:12:21

6 various tactics, process, timing and tactics, that

7 Allergan was engaged in, right?

8 A Uh-huh.

9 Q And it references (as read):

10 "Additional time further allows 11:12:37

11 Apollo investors to assess the value

12 of Venus stock."

13 Do you see that?

14 A Correct.

15 Q Mr. Pyott, as part of the tactics you were 11:12:45

16 discussing with your advisors, one of your tactics

17 to defeat the Valeant unsolicited offer was to make

18 information public to the market that you hope would

19 reduce the stock price of Valeant, correct?

20 A Yes, partially so. Other additional factors 11:13:04

21 as well.

22 Q And, in fact, on this page, it says (as

23 read):

24 "Apollo's tactics thus far have

25 resulted in" -- 11:13:15

34 (Pages 130 - 133)


Exhibit 9 Page 196


Page 134

1 The first bullet point is (as read):

2 "Many investors believing in a

3 higher standalone valuation for

4 Apollo. Venus raising its bid on two

5 separate occasions." 11:13:27

6 And then the third I want to focus on. (As

7 read):

8 "Apollo's tactics thus far have

9 resulted in Venus's stock price

10 falling below levels before public 11:13:36

11 announcement of its proposal to

12 acquire Apollo."

13 Do you see that?

14 A Yes.

15 Q In fact, you had numerous discussions with 11:13:41

16 Goldman Sachs and Bank of America about how your

17 attack on the Valeant business model might reduce

18 the stock price of Valeant, correct?


20 THE DEPONENT: Yeah. 11:13:57

21 Answering the question, if the information

22 put in front of the public markets is fair and

23 balanced, then one would presume that the markets

24 would value Valeant appropriately.

25 /// 11:14:10

Page 135

1 BY MR. HOLSCHER:

2 Q But --

3 A And I would like to add, and apparently

4 appears to be the case.

5 Q The -- you agree that one of Apollo's -- let 11:14:15

6 me restate it. You agree that one of Allergan's

7 tactics was to provide information regarding Valeant

8 with the hope they would reduce the price of Valeant

9 stock?

10 A Yes, but let me also qualify it by saying, 11:14:33

11 the board of Allergan has a fiduciary duty that the

12 Valeant stock is appropriately valued, because

13 should a transaction proceed, well over almost

14 60 percent of the consideration is in Valeant

15 equity -- 11:14:53

16 Q And a number of --

17 A -- and we're fiduciaries of our Allergan

18 stockholders' funds.

19 Q And a number of your stockholders have told

20 you they believe you are unfairly attacking Valeant, 11:15:02

21 right?

22 A A subset.

23 Q Right. And a number of them have said that

24 you've been spreading false information about

25 Valeant, right? 11:15:09

Page 136

1 A An even smaller subset.

2 Q Right. But you agree shareholders have

3 contacted you, other than Pershing Square, and have

4 said to you that you have been providing false

5 information in the market about Valeant? 11:15:18

6 A I disagree with the comment "false." They

7 are people's views, and, as I said before, a subset.

8 Q And your investment bankers at Goldman Sachs,

9 have you read their analyst reports on Valeant,

10 assessing Valeant, before you hired them to fight 11:15:38

11 the Valeant bid?

12 A I may have perused them in the normal course

13 of business if we're referring to 2012 or '13 just

14 because I monitor all my competitors' activities.

15 Q I'm referring to 2014. 11:15:54

16 Just -- just before you hired Goldman Sachs,

17 have you read Goldman Sachs' analyst report

18 evaluating the strength of Valeant?

19 A If I did, I can't recollect it.

20 Q Have you ever in preparing, you know, the 11:16:08

21 "Valeant is Vile" deck -- you recall we talked about

22 that?

23 A Yes.

24 Q And you agree you were participating in

25 editing and finalizing the deck that was entitled 11:16:16

Page 137

1 internally "Valeant is Vile"? You recall that?

2 A I do.

3 Q Before you finished that deck, and made it

4 public -- and you did that with the assistance of

5 Goldman Sachs, correct? 11:16:27

6 A And Merrill Lynch --

7 Q Right.

8 A -- and our internal team.

9 Q Right. Did you ever take that Valeant is

10 Vile deck and compare it to Goldman Sachs' analysis 11:16:37

11 of Valeant two months before you hired them?

12 A I would have never made that sequitur, and I

13 don't even remember who the Valeant analyst is for

14 Goldman Sachs.

15 Q Before you finished the Valeant is Vile deck, 11:16:53

16 did you ever take that deck and compare it to Bank

17 of America, Merrill Lynch's detailed reports of

18 Valeant only two months before you hired them?

19 A Same answer. And as I pointed out earlier,

20 we worked both with Goldman Sachs and Merrill Lynch 11:17:09

21 for almost a decade each.

22 Q Have you ever or any of your advisors taken

23 your Valeant attacks with your assistance from Bank

24 of America, Merrill Lynch, and Goldman, and compared

25 them to the contradictory information in their own 11:17:29

35 (Pages 134 - 137)


Exhibit 9 Page 197


Page 138

1 analyst reports two months before?

2 A I've never made that direct link, and I'm not

3 even sure that the analysts involved are the same

4 ones. Different analysts, as you know and we know,

5 have their own opinions, and they have their own 11:17:42

6 process for making sure that the information is not

7 false or misleading.

8 Q But you agree that shareholders other than

9 Pershing Square have contacted you and told you that

10 they believe your assertions regarding Valeant have 11:17:58

11 been false and misleading?

12 A They have people making those acquisitions.

13 Whether they were orchestrated by your client or

14 others, I have no idea. But people are entitled to

15 make whatever assertions they wish. 11:18:13

16 Q But, again, you've never looked at, as you

17 sit here today, that you can recall, the Goldman

18 Sachs or Bank of America detailed analysis of the

19 strength of Valeant's financial statements that were

20 done in the spring of 2014? You've never looked at 11:18:30

21 them?

22 A I may have at the time, but I would also

23 question the way you characterize them as the

24 strength of their financials. That seems to me to

25 be your conclusion, not necessarily that of the 11:18:43

Page 139

1 analyst.

2 Q You are saying that, having no memory of what

3 the analysts have said?

4 A I am just questioning whether your

5 characterization is accurate or not. 11:18:52

6 Q Do you know what Goldman Sachs describes as

7 its conviction buy list for stock?

8 Do you know what that is?

9 A Yeah, sure.

10 Q And what is it? 11:19:02

11 A This is their top rate at the particular

12 trading time.

13 Q Okay. And do you know if as of March 2014,

14 Goldman Sachs actually had Valeant as its -- a

15 member of its conviction buy list? 11:19:16

16 A I have no idea.

17 Q Does that matter to you at all?

18 A Not at all.

19 Q Not a -- no moment to you?

20 A No. 11:19:25

21 Q Did you ever think about asking Goldman Sachs

22 to speak to its analyst who had deeply examined

23 Valeant's financials and found them to be solid?

24 Did you ever think about doing that?

25 A I have. And I hope you know the answer that 11:19:38

Page 140

1 I'm going to give you. It's illegal. Because as

2 you well know, as I know, no investment banker is

3 allowed to meet with the sell side analyst within a

4 bank without chaperones and lawyers present. I'm

5 sure you know that, Mr. Holscher. 11:19:52

6 Q So you're saying it would be illegal for

7 you --

8 A No, no. No, no. Not me. I answered your

9 question precisely.

10 Q Let me ask the question. Are you saying it 11:20:00

11 would be illegal for you to get the information from

12 Goldman Sachs of its analysis of the strength of

13 Valeant's financial condition?

14 A That's not -- if you --

15 Q That's my question. So -- 11:20:11

16 A Okay.

17 Q Here's the question. Are you saying it would

18 be illegal for you to get the information from

19 Goldman Sachs regarding its analysis of Valeant's

20 strong financial condition? 11:20:20

21 A We can get access through outside Goldman

22 Sachs to any bank analysis that we wish, and we do

23 regularly. So I don't need to use Goldman Sachs.

24 Q So -- but to be clear, are you aware of

25 anyone in your team in preparing the Valeant is Vile 11:20:36

Page 141

1 attack deck doing -- taking any steps to compare it

2 to the prior analysis of those same investment banks

3 endorsing the financial accounting of Valeant only

4 two months before?

5 A I don't think it's particularly relevant. 11:20:52

6 The questions being addressed in hypothetical

7 analyst reports, and what we were addressing might

8 have been completely different topics.

9 Q But you haven't read the analyst reports, so

10 you really don't know what you are saying, right? 11:21:07

11 A I'm sure at the time I may have read it prior

12 to the April 22nd approach. As you could well

13 imagine, I read thousands of analyst reports per

14 year.

15 MR. HOLSCHER: Why don't we take a break for 11:21:37

16 a couple minutes --

17 MR. WALD: Sure.

18 MR. HOLSCHER: -- and see if I can --


20 time is 11:21 a.m. 11:21:43

21 (Recess.)


23 time is 11:42.

24 BY MR. HOLSCHER:

25 Q What new products has Allergan discovered in 11:42:15

36 (Pages 138 - 141)


Exhibit 9 Page 198


Page 142

1 its lab since you became the CEO?

2 A If you go down to all the way discovery of

3 the active pharmaceutical ingredient, the answer

4 would be zero.

5 Q How about Tazorac? 11:42:40

6 MR. WALD: Did you want to --

7 THE DEPONENT: No, that's correct, because

8 from -- if you like, lightning and bottle, that was

9 the correct.

10 So Tazorac and Tazarotene? 11:43:04

11 BY MR. HOLSCHER:

12 Q Yes?

13 A That was discovered probably as early as

14 1990; was launched in 1997, immediately before I

15 became CEO. 11:43:12

16 And the same for Lumigan, because that was

17 launched during my tenure. But of course, given the

18 drug development process, would have been discovered

19 probably, again, in the early 90s.

20 Q Okay. In your presentations attacking 11:43:28

21 Valeant, have criticized Valeant using significant

22 price increases to increase revenues, right?

23 A Correct. And also the data was correct.

24 Q And doesn't Allergan also use significant

25 price increases to raise revenue? 11:43:45

Page 143

1 A We have price increases, but we think that

2 they're very much in the -- the -- the norms.

3 And you know, when analysts ask me the

4 question, you know, what is the effect of pricing

5 per year, right across the whole portfolio 11:43:58

6 worldwide, I would estimate that it's normally three

7 to four percent.

8 Q Did Allergan raise the prices of any of its

9 products by more than 100 percent last year?

10 A For a couple of the branded generics, yes, 11:44:11

11 because we were substantially under market. And

12 there was actually quite a large shortage of supply.

13 Q Did Allergan raise the price of Pred G by

14 more than 100 percent last year?

15 A That's one of the ones I was referring to, 11:44:27

16 because there's extreme imbalance between market

17 demand and market supply.

18 Q Did Allergan raise the price of Pred Mild

19 more than 100 percent last year?

20 A Possibly. 11:44:40

21 Let me put this in context, that these

22 products are probably in the order of less than 20

23 million per year in annual sales. So that links

24 right back to my overall answer.

25 Q Did Allergan also increase the price of FML 11:44:55

Page 144

1 Liquifilm by more than 100 percent last year?

2 A Potentially. Same answer. It's the same

3 issue.

4 Q And did Allergan raise the price of FML Forte

5 by more than 100 percent last year? 11:45:10

6 A Potentially.

7 Q And did Allergan also raise the price of

8 Bleph 10 more than 100 percent last year?

9 A Probably.

10 Q So you agree that for each of these five 11:45:20

11 products, Allergan raised its prices more than

12 100 percent last year?

13 A Potentially. And to put it all in context,

14 those products last year would have added up to

15 probably 40 million in sales, which on a revenue 11:45:33

16 base of six billion, are close to irrelevant.

17 Q And what justified those 100 percent price

18 increases?

19 A As I stated before, extreme underpricing on

20 the marketplace, and the restriction in market 11:45:45

21 supplies. So we're basically moving to what I call

22 market norms.

23 Q And why do you believe that Valeant is not

24 moving to market norms if it raises prices for

25 products and the amount of sales don't go down? 11:46:06

Page 145

1 A Well, I think you're using our examples of

2 some very small products that we had not priced

3 intelligently in the past. And when we analyze --

4 and this is all publicly available data, especially

5 in the United States -- it is very clear that most 11:46:21

6 of the value growth in the businesses we track in

7 ophthalmology and dermatology is driven by price,

8 not volume.

9 Q You are referring -- was that answer

10 referring to Valeant or to Allergan? 11:46:39

11 A Valeant. Valeant.

12 Sorry. Did I misspeak?

13 MR. WALD: No, you didn't say either.

14 THE DEPONENT: For I minute I thought, oh, my

15 God, I'm getting confused. 11:46:47

16 MR. HOLSCHER: I would have let you correct

17 that.

18 THE DEPONENT: Yeah, yeah.

19 BY MR. HOLSCHER:

20 Q So the -- but in terms of the economics of 11:46:52

21 the market --

22 A Yeah.

23 Q -- one of your theses is that Valeant has

24 increased revenue by raising prices rather than

25 increasing the actual quantity of sales; is that 11:47:06

37 (Pages 142 - 145)


Exhibit 9 Page 199


Page 146

1 right?

2 A That's right. Because when you go from

3 dollar sales growth, subtract the price increases,

4 you get basically to volume change.

5 Q Right. And -- but the consumers are paying 11:47:16

6 the new price, right?

7 A For now, yes.

8 Q Now with respect to Allergan's attempts to

9 boost its results in 2014, I want to ask you

10 questions about that. 11:47:32

11 A Uh-huh.

12 Q Did in fact Allergan have a push in its sales

13 force to push doctors to take on more inventory in

14 the last two quarters?

15 A Absolutely not. 11:47:43

16 Q Are you absolutely certain that your sales

17 force has not gone out to doctors to tell them to

18 order now anything they might need for the next year

19 so as to help Allergan fend off Valeant?

20 Let me say it again. I want to make sure 11:47:58

21 we're clear.

22 Are you absolutely certain that your sales

23 force has not gone out to doctors to tell them to

24 order now anything they might need in the next year

25 so as to help Allergan fend off Valeant? 11:48:10

Page 147

1 A Unless there's some rogue rep somewhere, I

2 can certainly answer the question, no. And we track

3 very carefully what are in-market inventories, both

4 the pharmaceuticals where you can by syndicated

5 reports from all of the wholesalers. 11:48:32

6 And if we're talking about

7 direct-to-doctor-shipped products, like Botox

8 Cosmetic, Juvéderm, Latisse, and so on, we have very

9 tough controls over the reps. And in fact, their

10 incentive quarters for years have always been the 11:48:48

11 middle month of the quarter.

12 So you know, by sort of example, you know, if

13 it's May, the goal is that by the end of June, if

14 they pushed in because they get paid, they are

15 normalized by the end of the -- the quarter. 11:49:03

16 Q So I want to make sure we're crystal clear.

17 You're not aware of any members of the -- of

18 the Allergan sales force going out to doctors --

19 A So the answer --

20 Q -- to tell the doctors to essentially buy in 11:49:19

21 advance more inventory to assist Allergan in fending

22 off the Valeant bid?

23 A No --


25 question; asked and answered. 11:49:30

Page 148

1 THE DEPONENT: Right.

2 So no, unless there's some rogue rep out

3 there. And if there was something, it would make no

4 material impact on the total inventory level,

5 because that we monitor very carefully. 11:49:41

6 BY MR. HOLSCHER:

7 Q Did Allergan offer any special rebates in the

8 last quarter for doctors to purchase Botox, or any

9 of its other cosmetic products?

10 A Well, potentially, within the normal scheme 11:49:53

11 of every year we have consumer rebates, and some

12 physician rebates within brilliant distinctions.

13 I can also state at a very high level, that

14 the level of rebating in 2014 is at a lower level

15 than in 2013. 11:50:14

16 Q Who is your head of dermatology?

17 A Medical or aesthetic?

18 Q Medical.

19 A Ron Menezes.

20 Q And who is your head of aesthetic? 11:50:26

21 A Philippe Schaison.

22 Q Are you aware that Mr. Schaison has recently

23 stated publicly that Allergan's employee layoffs are

24 a direct result of Valeant's offer?

25 A He may have said to that. In some ways, 11:51:01

Page 149

1 that's true.

2 Q So is that a good thing from the Valeant

3 offer?

4 A Well, it's a sad thing because I don't think

5 anybody enjoys laying people off. 11:51:13

6 What is really clear is, based on the

7 stockholder feedback we received in June, was that

8 they said if you wish to continue to remain as an

9 independent company, you better put more earnings

10 per share on the table. And I understand that 11:51:28

11 clearly, and that's why we really stretched, and why

12 we've been moving our numbers up at least three

13 times this year so far.

14 Q When was the last time before August of 2014

15 you had done any significant cost cutting with your 11:51:50

16 workforce?

17 A It would have been January of -- February of

18 2009.

19 Q Now you've made public statements likening

20 Valeant to Tyco. 11:52:02


22 A Yes. I think it's apt and appropriate.

23 Q Why is Valeant like Tyco?

24 A Because of rollup.

25 Q Anything else? 11:52:21

38 (Pages 146 - 149)


Exhibit 9 Page 200


Page 150

1 A A lot of cost cutting, use of foreign tax

2 base.

3 Q Anything else? Because I -- the context of

4 your comments, I'll just -- I'll just tell you that

5 I don't believe that the context of your comments 11:52:34

6 was just this is a rollup like Tyco, but I'm not

7 here to argue with you.

8 I want you to put on the record, and state as

9 completely as possible, all the reasons why you

10 believe that Valeant is like Tyco? 11:52:48

11 MR. WALD: For the record, I believe the

12 witness was in the process of doing that.

13 But go ahead.

14 THE DEPONENT: Right. So as I stated before,

15 Valeant is rollup, a company that has consummated 11:52:58

16 multiple many, many acquisitions. It's a company

17 that uses a lot of debt. It's a company that uses

18 offshore tax structures, and a company that goes

19 very hard after cost synergies and overall cast

20 management, all in the purpose of short-term 11:53:20

21 results.

22 BY MR. HOLSCHER:

23 Q Anything else that you would cite as a fact

24 that is the reason why you have likened Valeant to

25 Tyco? 11:53:32

Page 151

1 A I think I have answered the question.

2 Q You're aware there were criminal prosecutions

3 of Tyco's executives?

4 A That is a different matter. I'm aware of it,

5 yes. 11:53:43

6 Q And you're aware, when you likened Valeant to

7 Tyco, when you made those comments, you were aware

8 that Tyco's executives have been criminally

9 prosecuted?

10 A I'm aware. But that is not what was stated 11:53:54

11 in those -- that particular slide.

12 Q And you're aware that the market itself knows

13 that those Tyco executives were criminally

14 prosecuted?

15 A I assume most people are well informed. 11:54:01

16 Q But your testimony is you were not making the

17 inference to Tyco. It was just because it was a

18 rollup, the tax structure, and short term --

19 A Right. Their strategy.

20 Q So the fact that Tyco executives have been 11:54:12

21 criminally prosecuted was a coincidence that you

22 chose them?


24 Go ahead. Go ahead.

25 THE DEPONENT: I think people are well 11:54:20

Page 152

1 informed.

2 BY MR. HOLSCHER:

3 Q So the fact that the executives at Tyco have

4 been criminally prosecuted was a coincidence in

5 terms of the comparison? 11:54:28


7 THE DEPONENT: I think it's a coincidence.

8 BY MR. HOLSCHER:

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Page 153

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

39 (Pages 150 - 153)


Exhibit 9 Page 201


Page 154

1

2

3

4

5

6

7

8

9

10

11

12

13 BY MR. HOLSCHER:

14 Q When did --

15 A So I'm not sure what the benefit -- 11:57:21

16 Q I'll skip it.

17 A Yeah, please. Okay.

18 Q I'll make a proffer. There have been

19 different answers given by different people is the

20 reason. And we're entitled to probe that because 11:57:26

21 there's SEC disclosure requirements as to timing and

22 the reasons.

23 We'll skip that for the moment.

24 A Okay.

25 Q When did he first tell you that he was 11:57:34

Page 155

1 considering resigning?

2 A He -- he was thinking about this matter in

3 the very early part of 2014.

4 Q And when did you first tell the other -- any

5 other board members he was thinking of resigning? 11:57:48

6 A I think I informed Mr. Gallagher somewhere

7 around -- I recollect May that this was a

8 possibility. But of course, absolutely still a

9 discussion and no final decision.

10 Q And when did you inform the rest of the board 11:58:07

11 that Mr. Edwards was seriously considering

12 resigning?

13 A I think that, from recollection, would have

14 been probably in early July that things hadn't

15 changed; they were still ongoing, and reminded them 11:58:24

16 that for many years in our very well-organized

17 management succession planning overseen by the

18 organization compensation committee, that

19 Mr. Hindman was foreseen as his logical successor.

20 Q What was Mr. Hindman's role before he was 11:58:43

21 CFO?

22 A He was senior vice president for investor

23 relations, treasury, and risk.

24 Q To your knowledge, has Mr. Hindman ever been

25 involved in any significant acquisition of another 11:58:56

Page 156

1 company?

2 A Well, he has been involved in all of them

3 because as a senior member of the finance team, he

4 had to not only understand the analysis, but also

5 organize the financing of the transaction. 11:59:13

6 Q Has Mr. Hindman ever led the integration of

7 any significant acquisition at Allergan?

8 A Again, not led during my period, but

9 certainly very significantly involved. And I think

10 before my time, he was involved in some of the 11:59:30

11 acquisitions of that period.

12 Q Which ones?

13 A There were ones like -- it was -- it was

14 called Pilkington Barnes Hinds, which was both in

15 Japan and Europe. 11:59:45

16 Q And how much of Mr. Hindman's time before he

17 became CFO was spent on investor relations issues?

18 A Oh, probably a third, would be my guess.

19 Q And what was the rest of his time spent on?

20 A Treasury and insurance, and general finance, 12:00:01

21 and planning.

22 Q So -- so you believe it was -- what was the

23 split in his time? One third investor relations?

24 And what else?

25 A Probably one third, one third, one third. 12:00:10

Page 157

1 Q Do you think he's as strong as a CFO as

2 Mr. Edwards was?

3 A I would say not only as strong. Probably

4 with the benefit of hindsight, even stronger.

5 Q Before this Allergan -- Allergan received 12:00:25

6 a -- the unsolicited offer from Pershing Square and

7 Valeant, had Mr. Hindman ever been involved in

8 considering any other unsolicited offers for

9 Allergan?

10 A Should -- let me ask. 12:00:54

11 If I answer yes or no, it suggests that there

12 were or weren't unsolicited offers, right?

13 Q I'm entitled to ask you questions about

14 offers before --

15 A Okay. 12:01:05

16 Q -- the April 2014 time period. It can't be

17 -- that's not a current transaction.

18 A I would say if I consider in my period of

19 16 years, there's been what I call very light

20 approaches for people to kind of ask me and the 12:01:22

21 board, you know, would you be open to. And by

22 definition, they went nowhere.

23 Q Who is David Maris?

24 A Currently he's the analyst at Bank of

25 Montreal. 12:01:47

40 (Pages 154 - 157)


Exhibit 9 Page 202


Page 158

1 Q How long have you known him?

2 A Since the spring of 1998, when he was an

3 analyst at Bear Stearns.

4 Q And after Bear Stearns where did he go next,

5 do you know? 12:02:03

6 A I'm trying to remember. I think it was Bank

7 of America, I believe. And maybe there's one in the

8 middle. But certainly it was then Bank of America.

9 Then he was on the buy side for a little bit, and

10 then he went to the Bank of Montreal. 12:02:23

11 Q So it's Bear Stearns, a second entity, Bank

12 of America buy side, and then Bank of Montreal?

13 A That's correct.

14 Q Any other entities?

15 Did he ever have his own shop at one point? 12:02:37

16 A No.

17 Q Okay. And how many times have you spoken to

18 him in the last year?

19 A Oh, probably five or six times in the last

20 12 months. 12:02:50

21 Q And how many times has your investor

22 relations team spoken in the last year?

23 A Oh, these people, that's their job, to talk

24 to sell side in particular, and buy side. I'm sure

25 many, many times. 12:03:05

Page 159

1 Q And have your investor relations folks

2 received from them advanced notice when he was going

3 to write articles critical of Valeant?

4 A I wouldn't say that is the way sell side

5 analysts operate. They might share things that 12:03:19

6 they've heard in the market from investors as a way

7 of letting you know what's the -- the sentiment in

8 the marketplace.

9 Q Right. So I -- I asked a specific question.

10 Maybe the answer is just no. 12:03:35

11 Are you aware whether or not --

12 A Analysts do not -- okay. Answer it. No.

13 Right.

14 No.

15 Q Did -- did Allergan invite him to attend its 12:03:44

16 road show in California -- in Canada?

17 A Yes.

18 Q And who invited him?

19 A Probably Jim Hindman.

20 Q Were you aware you had been invited? 12:03:58

21 A Oh, absolutely.

22 And let me make the context, that it is

23 normal that we do market visits with different

24 analysts.

25 And over the years -- outside this period, of 12:04:10

Page 160

1 course -- we have invited a whole variety of

2 analysts. There's no correlation with people who

3 have buys on us, or neutrals, or anything. We have

4 very broad coverage and connections with analysts.

5 Q When did Allergan retain Joele Frank? 12:04:29

6 A It would have been shortly after we received

7 the unsolicited offer.

8 Q You had not -- had you spoken to her before

9 April 22nd, 2014?

10 A She reminded me I met her years earlier, but 12:04:42

11 I'd forgotten that because she was working on the

12 other side of an acquisition we made.

13 Q And in March or April of 2014, before the

14 public unsolicited offer was made, did you take any

15 steps with your board to lay the groundwork to put a 12:05:05

16 poison pill in place?

17 A We've always had the poison pill, what's

18 known as on the shelf ready to go. That I think any

19 well-organized board should have that potentiality

20 available. 12:05:25

21 Q But in the March, April time period -- let me

22 back up.

23 In the very beginning of your deposition we

24 went over a couple of analysts from Sanford

25 Bernstein and Bank of America, Lynch, raising the 12:05:36

Page 161

1 hypothetical of a Valeant/Allergan combination.

2 A Right.

3 Q What I'm trying to get at is, did you do

4 anything before April 23rd with respect to

5 anticipating a potential offer from Valeant? 12:05:51

6 A Beyond erroneously, in my case, dismissing it

7 as highly unlikely -- and I'll explain why; hence,

8 why we didn't prepare -- because without your

9 clients' involvement in the offer with Valeant, I

10 think it would have been very difficult. 12:06:12

11 And also in the context of the illegal

12 acquisition of the stock.

13 Q You know, Mr. Pyott, I'm giving you a lot of

14 leeway here. Okay?

15 A Okay. 12:06:22

16 Q You just launched an answer that is illegal

17 acquisition of stock.

18 I just asked you a very simple question.

19 A Okay. That was --

20 Q Did you do anything before April 24th to 12:06:26

21 prepare --

22 A And I said no, and I --

23 Q And the answer is no.

24 A No.

25 Q Okay? 12:06:31

41 (Pages 158 - 161)


Exhibit 9 Page 203


Page 162

1 A Okay.

2 Q You've done this about ten times.

3 MR. WALD: Let's -- let's --

4 MR. HOLSCHER: No, no, no, no.


6 Q I've given you a ton of leeway. You're a

7 senior executive. We're doing this early in the

8 morning for you. We're doing this. Your counsel

9 has been cooperative.

10 But that's just a straight out unresponsive 12:06:40

11 narrative.

12 MR. WALD: You know, and there's been times,

13 Mark, when you've been arguing with him too. And

14 you're both doing your best.

15 MR. HOLSCHER: Let's take a break. 12:06:45

16 No. No, no. No.

17 He's calling -- it's unresponsive to say it's

18 an illegal offer. I think we get the magistrate

19 judge.

20 This is -- you know, if you want to put in a 12:06:53

21 larded speech at the end with them that our client

22 is engaging in illegal activity, do it. You have

23 done it a ton of times.

24 That's not responsive. That's not

25 responsive. Totally unresponsive. 12:07:01

Page 163

1 MR. WALD: Well, Mark --

2 THE VIDEOGRAPHER: Agree to go off the

3 record?

4 MR. WALD: Yes, of course.

5 MR. HOLSCHER: Going off the record. The 12:07:05

6 time is 12:07 p.m.

7 (Recess.)



10 MR. HOLSCHER: Can we please go back to my 12:25:10

11 last question.

12 BY MR. HOLSCHER:

13 Q Did you do anything between February 2014 and

14 April 23rd, 2014 with respect to anticipating a

15 potential offer from Valeant? 12:25:36

16 A No.

17 Q When did you first learn that someone was

18 accumulating a large position in Allergan stock or

19 derivatives?

20 A In the early afternoon of April 22, 12:25:46

21 California time, phone call from the Wall Street

22 Journal, whether we had any comment to make about a

23 potential acquisition of Allergan by Valeant,

24 followed about 20 minutes later by your client

25 appearing on CNBC. 12:26:07

Page 164

1 Q And before that time period, you didn't have

2 any information regarding a potential Valeant bid

3 for Allergan?

4 A Bid? No.

5 Q Before April 23rd -- I want to follow up on 12:26:30

6 you used the precise word "bid."

7 We talked about the Sanford Bernstein,

8 whatever you want to call it, hypothetical, and the

9 Bank of America, you know, report.

10 Did you have any other information you 12:26:49

11 received between February 2014 and April 23, 2014

12 that caused you to believe it was possible that

13 Valeant might be making a offer (sic) for Allergan?

14 A No.

15 Q What was the first thing you did after you 12:27:13

16 got the call from the Wall Street Journal?

17 What did you do next?

18 A In fact, there was almost no time to react

19 because, as I stated earlier, within I recollect

20 half an hour, then we had the CNBC broadcast, and 12:27:32

21 then it was all very public.

22 Q What was the first thing you did in your role

23 as CEO/Chairman after it became public?

24 A Well, clearly, to sit with Jeff Edwards,

25 Jim Hindman, Arnie Pinkston, our general counsel. 12:27:49

Page 165

1 And then we started -- I can't remember exactly when

2 we called the board, but really quickly. And then

3 after that we started assembling our team of

4 advisors, many of whom had been, you know, been held

5 in our broad planning in the past. It wasn't 12:28:08

6 starting from scratch.

7 Q How soon after April 22nd, 2014 did you

8 retain Joele Frank?

9 A I think it was within, from recollection, one

10 week of that date. 12:28:22

11 Q And how soon after the April 22nd time period

12 did you retain Bank of America/Merrill Lynch?

13 A Oh, that would have been even quicker because

14 we had always foreseen them as our two advisors if

15 ever such a transaction could have -- or such a bid 12:28:40

16 might have ever been made.

17 Q How soon after April 22nd, 2014 did you

18 retain Goldman Sachs?

19 A I think it was a couple of days.

20 Q Did Bank of America or Goldman Sachs have any 12:28:54

21 strategy documents that had been prepared in advance

22 to assist you in responding to any potential

23 unsolicited offer?

24 A I think over the years they talked about in

25 generalities of what companies do if they receive 12:29:14

42 (Pages 162 - 165)


Exhibit 9 Page 204


Page 166

1 unsolicited offers, but I can't recollect any

2 detailed documents.

3 Q And nothing specific as to value.

4 In other words, did you -- let me ask it this

5 way. 12:29:27

6 In the -- in the couple days after

7 April 23rd, did Merrill Lynch or Goldman Sachs ever

8 send you anything saying, Look, in case there's a

9 Valeant offer, you know, we -- we thought about it

10 and here's what we think the plan is? 12:29:40

11 A Prior to April 22?

12 Q Right.

13 A Not that I recollect.

14 Q Have you had any discussions with any of your

15 financial advisors about what Allergan will do if 12:30:03

16 its six directors are removed on December 18, 2014?

17 A In specifics -- no.

18 Q Okay. Have you had any general discussions

19 with them at all?

20 A Not really, no. 12:30:13

21 Q Have you had any general discussions with

22 your advisors as to whether or not Allergan would

23 comply with the -- if in fact the shareholders vote

24 in favor of Allergan engaging in discussions with

25 Valeant, have you had any discussions with your 12:30:32

Page 167

1 advisors as to whether you will comply with that

2 proposal?

3 A No.

4 Q As you sit here today, do you have any

5 opinion one way or the another whether you would, as 12:30:41

6 CEO and chairman, comply with the request if the

7 shareholders voted in favor that you engage in

8 discussions with Valeant?

9 A The very first part of that question was the

10 clause that you started with? 12:30:59

11 Q Assuming that the majority of the

12 shareholders --

13 A Okay. Right. Right.

14 Q Assuming the proposal passes --

15 A Right. Right. 12:31:03

16 Q -- which includes the request that --

17 A Yeah, of course.

18 Q -- Allergan engage in Valeant, would you

19 comply with that request?

20 A No. 12:31:12

21 Q And why is that?

22 A Premature. We have plenty of time between

23 now and then to work that out.

24 Q Maybe you misunderstand my question.

25 So if on December 18th, 2014, a proposal 12:31:26

Page 168

1 passes --

2 A Right.

3 Q -- for you to engage with Valeant --

4 A Uh-huh.

5 Q -- after December 18th, would you do so? 12:31:39

6 A I don't know the answer to that question

7 today.

8 Q Have you instructed Allergan board members to

9 not speak to any representative of Valeant or

10 Pershing Square? 12:32:09

11 A No. And we have suggested that if there's

12 outreach to them individually by people who are in

13 some way associated with either Valeant or Pershing

14 Square, they should listen and basically tell us

15 what was the substance of the conversation. 12:32:32

16 Q Do you think it would be appropriate for your

17 independent directors to speak with any

18 representatives of Valeant or Pershing Square today?

19 A There's been outreach by various parties to

20 them individually. They have listened, and we as a 12:32:48

21 board have discussed those matters.

22 We act as a board as a whole. And I think

23 very important, Mr. Gallagher, as the lead director,

24 leads the discussion of the independent directors,

25 especially during executive sessions. 12:33:09

Page 169

1 Q Would you approve of any independent director

2 today speaking with any representatives of Valeant

3 or Pershing Square if that independent director

4 wanted to do so?

5 A It has never been a subject of conversation. 12:33:27

6 I think that when you say "you," you presumably

7 meaning me, the chairman of the board.

8 Q Correct.

9 A And if that ever came to pass, we would have

10 that discussion as a board. 12:33:43

11 Q Right. But you agree the board has an

12 independent obligation as fiduciaries to Allergan to

13 evaluate the Valeant unsolicited offer?

14 A Correct, which we've done on multiple

15 occasions. 12:33:59

16 Q And do you believe that you, as chairman of

17 the board, have in any way discouraged individual

18 board members from communicating with Pershing

19 Square or Valeant?

20 A I have not discouraged them to speak. We 12:34:16

21 have, as a policy, stated that we will not make

22 outreach. However, if there are the appropriate

23 contacts, people will listen, and this will be

24 brought back to the board as a whole. And that has

25 occurred on several occasions. 12:34:42

43 (Pages 166 - 169)


Exhibit 9 Page 205


Page 170

1 Q In fact, the one time there was a direct

2 phone call communication, you had various advisors

3 and others listen in when you spoke to

4 representatives of Valeant.

5 Do you recall that, a phone conversation with 12:35:11

6 Mr. Pearson?

7 A I don't think I've spoken to Michael Pearson

8 since probably April the 24th, is a guess, when he

9 called me. And I can say categorically that he and

10 I were the only people on the call. 12:35:33

11 Q Did you have a later call with Mr. Ackman on

12 the phone?

13 A Yes. That would have been in -- or early

14 May, from recollection.

15 Q And how soon after that call did you receive 12:35:41

16 a transcript of that call?


18 THE DEPONENT: I'm not sure -- well, I can

19 say to my knowledge, I've never seen a transcript.

20 I've had reports of what I said and what Mr. Ackman 12:36:01

21 said.

22 BY MR. HOLSCHER:

23 Q Didn't you get a memo with near verbatim

24 report of that call?

25 A Possibly. But you know, I've got a pretty 12:36:08

Page 171

1 good memory of my own.

2 Q Do you know whether or not any of your

3 advisors actually recorded the phone conversation

4 between you and Mr. Ackman?

5 MR. WALD: Object to the -- to the form. 12:36:21

6 Go ahead.

7 THE DEPONENT: I would say in the post

8 analysis of what occurred, I learned that an advisor

9 had been on the phone call and apparently had

10 recorded the message. That's what I was formed. 12:36:39

11 BY MR. HOLSCHER:

12 Q And then shortly thereafter, that advisor

13 sent you a detailed memo that had verbatim quotes

14 from the call, right?

15 A I really can't remember that. I remember 12:36:52

16 exactly what Mr. Ackman and I discussed.

17 Q Did you ever disclose to Mr. Ackman that

18 someone on your side was recording his phone

19 conversation?

20 A I had no knowledge of that. I was in a room 12:37:11

21 with Jim Hindman and one of the Goldman bankers, but

22 you know, I was literally just on a phone set. They

23 could only hear what I said.

24 Q Do you know what state the person was located

25 in who recorded the phone call? 12:37:25

Page 172

1 A I don't know, but I would assume that it was

2 probably New York.

3 Q Okay. You indicated that on -- on or about

4 what, April 23rd, you learned that Valeant had made

5 the unsolicited offer? 12:37:53

6 A No. I learned on April 22 --

7 Q 22?

8 A -- when, as I said, the Wall Street Journal

9 called probably within 30 minutes of the CNBC

10 broadcast. 12:38:05

11 Q And did you learn in the next day or two,

12 generally speaking, the procedures used by Pershing

13 Square to accumulate its shares in Allergan?

14 A I would recollect that our advisors would

15 have been scrambling to find out exactly what had 12:38:30

16 happened.

17 DEPOSITION OFFICER: This is 12.




21 BY MR. HOLSCHER:

22 Q I've put before you a -- a client alert memo.

23 This is not a communication between Wachtell and

24 you. This is a general communication dated

25 April 25th, 2014, from Wachtell Lipton. 12:39:09

Page 173

1 Have you seen this memo before?

2 A I would imagine so.

3 Q As of April 25th, 2014, had you engaged

4 Wachtell to defend you against this unsolicited

5 offer? 12:39:32

6 A From my recollection, that didn't occur till

7 shortly thereafter.

8 Q Okay.

9 A I think it was early May, because we had a

10 board discussion of whether we should bring in an 12:39:43

11 addition law firm; in particular, David Katz to

12 represent the board directly.

13 Q At the time you had the board discussions

14 about engaging Wachtell, were you aware that had

15 prepared this memo? 12:40:01

16 A I would say extremely unlikely.

17 Q Okay. So do you know if you read this memo

18 before May of 2014?

19 A I would think not. If I -- I think I read

20 it, but I would imagine this was after Wachtell was 12:40:19

21 already engaged.

22 Q Did you read this memo before the filing of

23 the April 1st complaint against Pershing Square and

24 Valeant?

25 A April 1st? 12:40:31

44 (Pages 170 - 173)


Exhibit 9 Page 206


Page 174

1 Q I'm sorry.

2 Did you -- did you read this before the

3 August 1st complaint was filed in federal court here

4 in Santa Ana against Pershing Square and Valeant?

5 A Probably. But I'm sure that I -- kind of 12:40:41

6 beyond retaining some of the elements that have long

7 since discarded this and read hundreds of other

8 pages of information.

9 Q At any time before today, did you become

10 aware that Wachtell had written a client alert memo 12:40:58

11 urging the SEC to bring its early warning rules in

12 the 21st century with respect to the accumulation of

13 stock and compliance with FCC regulations?

14 A I'm not sure.

15 Q As you sit here today, do you have any -- I'm 12:41:22

16 not asking you read it today to try and become

17 knowledgeable today, although you're -- you're

18 welcome to do so if your counsel asks you questions

19 later.

20 But as you sit here today, do you have any 12:41:33

21 knowledge of the contents of this Wachtell memo

22 regarding the accumulation of shares by Pershing

23 Square?

24 A Could you start the first part of the

25 question again? 12:41:45

Page 175

1 Q Yeah.

2 As you sit here today, do you have any

3 knowledge of the contents of this Wachtell Lipton

4 memo regarding the accumulation of shares by

5 Pershing Square? 12:42:03

6 A Well, beyond just reading the memo as a

7 nonsecurities lawyer, no.

8 Q Okay. Are you aware, generally, that before

9 you retained Wachtell, they had, to the public,

10 opined that the SEC rules should be changed to close 12:42:23

11 what they called a loophole used by Pershing Square?

12 A I would very much doubt that, because I think

13 really the decision to retain David Katz was very

14 much motivated by various board members' discussion

15 of being a good governance practice that the board 12:42:45

16 be represented by a separate lawyer than the lawyers

17 representing the company. That was the primary

18 motivation.

19 Q Okay. Is it fair to say that by the end of

20 April 2014, Allergan knew how Pershing Square had 12:43:07

21 accumulated its ownership interest in Allergan?

22 MR. HOLSCHER: Object to the form.

23 THE DEPONENT: Start the question again.

24 BY MR. HOLSCHER:

25 Q Yes. 12:43:27

Page 176

1 Is it fair to say that, as of the end of

2 April 2014, Allergan and you were generally aware of

3 how Pershing Square had accumulated its ownership

4 interest in Allergan?

5 A Yeah, I think so -- 12:43:39

6 MR. WALD: Same objection.

7 Go ahead.

8 THE DEPONENT: I would think that I, and the

9 board, and management understood by that stage what

10 had occurred. 12:43:46

11 BY MR. HOLSCHER:

12 Q And by the end of April, you were aware that

13 Pershing Square and Valeant were taking the position

14 they were co-bidders essentially making a joint

15 unsolicited offer for Allergan? 12:43:59


17 You may answer.

18 THE DEPONENT: I think in that period, I saw

19 the term that was being used by Valeant and Pershing

20 Square. And I think, to my knowledge, we even 12:44:14

21 adopted that into our own parlance.

22 BY MR. HOLSCHER:

23 Q You are referring to Allergan's

24 communications to the SEC?

25 A I think -- well, obviously, I -- I don't 12:44:31

Page 177

1 really see any communications to the SEC. But

2 certainly that term, to my knowledge, was used in

3 several different press releases.

4 Q Okay. Now why did Allergan wait from

5 April 22nd, 2014 until August 1st, 2014 to bring its 12:44:55

6 complaint that Pershing Square and Valeant engaged

7 insider trading?

8 MR. WALD: And let me say for the record,

9 Mr. Pyott, that to the extent that you would need to

10 disclose information that you've learned in the 12:45:15

11 course of attorney-client communications, that you

12 should not do so, and I will instruct you not to use

13 that information in responding to Mr. Holscher's

14 questions.

15 THE DEPONENT: Well, I think as I recollect 12:45:27

16 the events, for the initial period, there was

17 basically a stockholder outreach campaign being

18 conducted by Pershing Square to encourage -- or from

19 my perspective, pressure -- the Allergan board to

20 engage in negotiations. 12:45:55

21 When it became clearer that was not going to

22 be fruitful, Pershing Square launched a tender

23 offer, which I recollect was the middle of June.

24 And after that occurred, the board stepped

25 back very carefully and deliberated with its 12:46:15

45 (Pages 174 - 177)


Exhibit 9 Page 207


Page 178

1 advisors on what the next course of action should

2 be. And that then culminated in the complaint being

3 filed, I recollect, on the 1st of August.

4 BY MR. HOLSCHER:

5 Q With respect to facts regarding the trading 12:46:28

6 itself, is there anything you learned, between

7 April 22nd and August 1st relating to trading

8 itself, that in any way impacted the decision to

9 file the insider trading allegations?

10 MR. WALD: And again, Mr. Pyott, I -- to the 12:46:50

11 extent that Mr. Holscher's question would require

12 you to use or disclose information that you learned

13 in the course of attorney-client discussions, I will

14 instruct you not to use or disclose that

15 information. 12:47:02


17 So I think in that period there was, what

18 I -- for me, you know, general knowledge, general

19 understanding of what had occurred, but not the

20 specifics. 12:47:20

21 BY MR. HOLSCHER:

22 Q But you agree that your advisors knew --

23 well, let me back up.

24 Even looking at the Wachtell memo, the fairly

25 specific summary of how Pershing Square used various 12:47:32

Page 179

1 derivatives or options or procedures to accumulate

2 the stock.

3 That's fair?

4 A Yeah, at that level of general understanding.

5 Q And that when -- 12:47:40

6 A And of course, I can only assume that

7 Wachtell, hitherto any engagement by us, or maybe

8 any client, this is what they could discern through

9 public means. That is my assumption.

10 Q Okay. And -- and when the unsolicited offer 12:47:56

11 was made, wasn't there a -- a -- was there a proxy

12 statement of some kind filed with that?

13 A I really can't remember.

14 Q You're not aware of any public filing that

15 kind of detailed exactly how the stake was 12:48:08

16 accumulated?

17 A Not in terms of proxy filing.

18 Q Would it be fair to say that with respect to

19 the insider trading allegations, that Allergan had

20 the information regarding the trading and co-bidder 12:48:20

21 relationship by the end of April 2014?

22 MR. HOLSCHER: Object to the form of the

23 question.

24 And I will instruct you not to disclose any

25 information that you learned in the course of 12:48:32

Page 180

1 attorney-client communications in responding to

2 Mr. Holscher's question.

3 THE DEPONENT: Yeah.

4 So start the question again.

5 Can you read it back? 12:48:42

6 BY MR. HOLSCHER:

7 Q Would it be fair to say that, with respect to

8 the insider trading allegations, that Allergan had

9 the information regarding the trading and co-bidder

10 relationship by the end of April 2014? 12:48:57

11 A I'm not -- I really don't know how to answer

12 the question. I'm not a securities lawyer.

13 Q What relief is Allergan seeking from Judge

14 Carter on October 28th, 2014?

15 MR. WALD: Object to the form of the question 12:49:16

16 to the extent it calls for a legal conclusion.

17 And I would instruct you not to disclose any

18 attorney-client confidences in responding to

19 Mr. Holscher's question.

20 THE DEPONENT: Right. 12:49:28

21 I think the -- the high level of our petition

22 is for a preliminary injunction, which in its most

23 important essence would preclude Pershing Square

24 from voting their shares at the December 18 meeting.

25 /// 12:49:52

Page 181

1 BY MR. HOLSCHER:

2 Q When Allergan filed the federal complaint

3 here on August 1st, 2014 in Santa Ana, did you

4 review that complaint before it was filed?

5 A I'd have looked at it at a high level. 12:50:16

6 Obviously I did not look at every line and paragraph

7 of legal pleadings because, as you'd expect, I'm not

8 a securities lawyer, and any value add from my side

9 would be zero. That's why we hired some of the best

10 legal experts in these matters. 12:50:38

11 Q You did. You did.

12 Did you -- did you review the press release

13 that Allergan prepared at the time it filed the

14 August 1st, 2014 complaint?

15 A Again, I would have read it, but would have 12:50:53

16 relied, more than usual, completely, on the advice

17 of the legal advisory teams.

18 Q And in the days following August 1st, 2014,

19 did you speak with the press regarding the complaint

20 that Allergan had filed against Valeant/Pershing 12:51:09

21 Square?

22 A A, I can't recollect precisely. And B, I

23 would have only spoken in the very highest level of

24 general, what does this all mean.

25 Q Are you aware that your investors relations 12:51:23

46 (Pages 178 - 181)


Exhibit 9 Page 208


Page 182

1 group endeavored to make sure that all your

2 institutional shareholders were aware of the insider

3 trading allegations you were making against Pershing

4 Square?

5 A I think that is yes, and I think absolutely 12:51:38

6 correct that the market understood what had been

7 filed and what the purpose was.

8 Q And in fact, after your complaint and press

9 release was issued, at -- at some point there was

10 actually a front page of the Wall Street Journal the 12:51:53

11 article regarding the complaint?

12 A I think given the level of interest in this

13 matter, I'm not surprised that The Journal chose to

14 write on it.

15 In fact, it has worldwide interest. 12:52:08

16 Q And you've also filed proxy statements with

17 the SEC that have included the complaint and the

18 press release; is that right?

19 A I believe so.

20 Q And you yourself have had many meetings and 12:52:17

21 phone calls with institutional shareholders since

22 August 1st, 2014, right?

23 A Of course.

24 Q And in those conversations, when asked,

25 you've provided them your opinion that you believe 12:52:32

Page 183

1 that Pershing Square/Mr. Ackman engaged in insider

2 trading?

3 A Yes.

4 And B, usually investors, because they too

5 are not securities lawyers, when they ask what the 12:52:43

6 consequences of that may be at the highest level, I

7 would say, Should the judge find so, then presumably

8 the stock would be enjoined from being voted in

9 December 18.

10 My experience with investors, if they want to 12:53:03

11 dig deeper, then they hire their own legal counsel

12 and advice. And the same applies very much for the

13 sell side as well.

14 Q Would it be fair to say that you and your

15 Allergan team have taken steps to make sure that 12:53:17

16 every institutional investor of Allergan is aware of

17 these insider trading allegations?

18 A Yes, I think so, because it goes back to my

19 overall approach that our job is to make sure

20 there's full and fair information in front of all. 12:53:36

21 Usually, most of those firms have their own

22 alerts. But I'm sure that the press releases all

23 are sent out in addition to being posted on our

24 website.

25 Q In addition to the press release, I think 12:53:50

Page 184

1 you've also filed proxy statements where you've

2 actually attached the complaint as an exhibit.

3 Do you know that?

4 A I couldn't recollect that because, quite

5 frankly, I spend close to zero time looking at proxy 12:54:01

6 filings.

7 Q Are you -- are you aware any of institutional

8 shareholder of Allergan who does not know of the

9 insider trading allegations you've made against

10 Pershing Square and Mr. Ackman? 12:54:18

11 A It would be difficult to imagine otherwise.

12 They probably live under a rock somewhere.

13 Q With respect to the insider trading

14 allegations, do you have any information that causes

15 you to believe that Pershing Square/Mr. Ackman had 12:54:39

16 any inside information regarding Allergan?


18 question.

19 BY MR. HOLSCHER:

20 Q Well, let me make sure it's very clear. 12:54:52

21 I understand the allegations in the

22 complaint, and your views regarding Pershing

23 Square's co-bidder or joint operation with Valeant,

24 in your views that it's illegal/improper?

25 A Uh-huh. 12:55:07

Page 185

1 Q For the appropriate time with your -- your

2 counsel, you can put that on the record when we're

3 finished.

4 A Yeah. Sure. Yeah.

5 Q Apart from that, I'm asking you, do you have 12:55:13

6 any knowledge of Pershing Square or Mr. Ackman

7 having any inside information regarding Allergan

8 itself?

9 MR. WALD: I have to make the same objection

10 because I'm not sure how that's distinguished from 12:55:30

11 the information that you've said that he did have.

12 But with that objection on the record, if --

13 if -- if you have a distinction in mind, please go

14 ahead and respond.

15 THE DEPONENT: The only thing that I could 12:55:43

16 possibly imagine is potentially inside information,

17 which would have been somewhat dated stemming from

18 Mr. Ingram's service on our board at the same time

19 that he was on the board of Valeant.


21 Q Without going into conversations with your

22 counsel, do you have any personal awareness that --

23 through depositions and documents -- that it's --

24 there's been no information found of any contact

25 between Mr. Ackman and Pershing Square in that 12:56:13

47 (Pages 182 - 185)


Exhibit 9 Page 209


Page 186

1 direction?

2 A I'm not aware of any.

3 Q Okay.

4 THE VIDEOGRAPHER: This completes Disk 2.

5 We're going off the record. The time is 12:56 p.m. 12:56:42

6 (Recess.)

7 THE VIDEOGRAPHER: This is the beginning of

8 Disk 3. We're back on the record. The time is

9 1:10 p.m.


11 Q Mr. Pyott, you mentioned that the company had

12 hired Wachtell to represent the board; is that

13 right?

14 A Correct.

15 Q Does Wachtell represent all the members of 01:11:06

16 the board or just the independent board directors?

17 A All of us, because all of us, of course, are

18 directors. But at every meeting we have an

19 executive session shared by Mr. Gallagher, and the

20 secretary at that meeting is David Katz, after I've 01:11:26

21 left the meeting.

22 Q And Wachtell Lipton is also on the pleadings

23 as counsel for Allergan in this case. Do you have

24 an understanding of whether or not Wachtell is also

25 representing the company in the litigation and not 01:11:42

Page 187

1 just the board?


3 question.

4 You may answer.

5 THE DEPONENT: I think in that capacity my 01:11:48

6 belief is that both Latham and Wachtell represent

7 the company in these pleadings.

8 BY MR. HOLSCHER:

9 Q So is it your understanding that Wachtell

10 Lipton represents both the board -- to give the 01:12:00

11 board independent advice as well as representing the

12 company in the litigation?

13 A Correct.

14 Q With respect to the various advisors that

15 you've hired, I want to ask you a little bit about 01:12:19

16 their role and what they are doing.

17 A Uh-huh.

18 Q What service is FTI performing for Allergan?

19 MR. WALD: Let me just caution you that to

20 the extent that FTI is providing litigation support 01:12:35

21 services, it's fine for you to say that, but I would

22 caution you not to describe the specific services

23 that they are giving in that realm.

24 THE DEPONENT: Right. Where I think it's

25 very visible is some of the charts that have been 01:12:50

Page 188

1 presented by us to the investment community make

2 clear reference to that firm as a advisor that has

3 looked through and vetted the information in the

4 charts.


6 Q And why is it listing FTI as vetting rather

7 than Goldman Sachs?

8 A Goldman Sachs has a different role, of

9 course, to be an advisor to the company on valuation

10 of us. Other strategic transactions. And really 01:13:22

11 their job is not to be accountants, because they are

12 not. And, of course, FTI and Alvarez are companies

13 specifically specialized in forensic accounting,

14 which, of course, is different than the services we

15 have from, say, Ernst & Young, our public accounting 01:13:43

16 firm.

17 Q Have you requested that FTI find negative

18 information about Valeant through interviews of

19 former Valeant employees?


21 THE DEPONENT: So I should answer the

22 question?

23 MR. WALD: Yes, please. I'm sorry.

24 THE DEPONENT: Yes, to my knowledge, there

25 have been some interviews conducted by FTI. 01:14:17

Page 189

1 BY MR. HOLSCHER:

2 Q And was that at the instruction of you and

3 the board?

4 A Really --

5 MR. WALD: Hold on. 01:14:28

6 Yeah, I mean, same instruction to the extent

7 that -- that they have been instructed to deliver

8 litigation support services --


10 MR. WALD: -- you should not talk about that. 01:14:36

11 BY MR. HOLSCHER:

12 Q So let me reframe. There are a number of --

13 I've referred to the Valeant is Vile deck and other

14 decks that have been provided to the public via

15 proxy. 01:14:48

16 So I -- and those indicate that FTI is

17 support work. So to be clear, I'm not asking --

18 A That's one part of the work.

19 Q Right.

20 A And then the other part of the work where 01:14:55

21 even I am really not aware in any detail what they

22 are doing is work that they are doing with Latham &

23 Watkins and Wachtell Lipton.

24 Q So I'm asking about with respect to the work

25 of the slides that are -- critique Valeant, are you 01:15:12

48 (Pages 186 - 189)


Exhibit 9 Page 210


Page 190

1 aware that FTI has been instructed to see if they

2 can find any negative information about Valeant?


4 You may answer.

5 THE DEPONENT: I think the answer to that is 01:15:23

6 those kinds of interviews I perceive as being part

7 of the other side, which is the litigation support.

8 BY MR. HOLSCHER:

9 Q With respect to the materials that went into

10 the decks, though, didn't that involve critiques in 01:15:40

11 several respects of Valeant's business and

12 accounting?

13 A When I think back to those charts, their

14 primary role was to make sure that the numbers on

15 those charts were accurate. And I would think that 01:15:58

16 the other part of the slides either came from our

17 internal work and/or supported by Goldman and

18 Merrill.

19 Q With respect to the slide decks that

20 critiqued Valeant and its models, are you of the 01:16:15

21 view that Goldman Sachs approved of the contents of

22 those slides before they went out?

23 A I think the word "approve" is wrong, because

24 at the end of day, the only person who puts out the

25 presentation is ourselves. So obviously if they had 01:16:40

Page 191

1 some form of objection, I would be listening

2 carefully. But, you know, teams work as teams. At

3 the end of the day, it has our name on it, and we

4 stand behind it.

5 Q And what's the Alvarez firm doing for 01:16:56

6 Valeant?

7 MR. WALD: Same instruction.

8 THE DEPONENT: For Allergan.

9 BY MR. HOLSCHER:

10 Q I'm sorry. What is the Alvarez firm doing 01:17:05

11 for Allergan?

12 A Right. To my knowledge, I would be unable in

13 detail to differentiate between FTI and Alvarez what

14 each one does. I've never actually spoken to them

15 personally. 01:17:22

16 THE DEPOSITION OFFICER: This is Exhibit 13.





21 Q I've placed before you, Mr. Pyott,

22 Exhibit 13, which is a July 7th e-mail from Agarwal

23 Ashwin to you, with a copy to Joan Bradley.

24 Do you see that?

25 A Yep. 01:18:11

Page 192

1 Q And what's Mr. Ashwin's job at Allergan?

2 A As stated in the signature, senior director

3 of finance.

4 Q And what's -- what's -- what is Ms. Bradley's

5 job at Allergan? 01:18:22

6 A She is in the investor relations team.

7 Q Okay. And is the subject of this e-mail the

8 July 14th IR deck Valeant is Vile?

9 A That's what's stated.

10 Q And is there a reference to the intent to 01:18:40

11 file this deck via 8K and post the Web site on

12 Monday, July 14th?

13 A That's what it states.

14 Q Did you review that deck before it was filed?

15 A Yes. 01:18:56

16 Q Did you approve the contents of that deck

17 before it was filed?

18 A Yes.

19 Q Do you know if Bank of America reviewed this

20 before it was filed? 01:19:09

21 A That's what it states. Bankers which means

22 Goldman and Merrill.

23 Q So your understanding is that both Goldman

24 Sachs and Bank of America reviewed the Valeant is

25 Vile deck before it was finalized? 01:19:24

Page 193

1 A That would be my understanding, based on the

2 words.

3 Q Apart from the words, do you have any

4 understanding, just based on your involvement with

5 the process, whether Bank of America and Goldman 01:19:32

6 Sachs --

7 A Normally at least two individuals, one from

8 each bank, would look at this material.

9 Q Did anyone at Allergan express reservations

10 to you about any of the contents of this deck? 01:19:47

11 A No.

12 Q Did anyone at Allergan tell you that -- that

13 some of the slides in this deck could hurt

14 Allergan's credibility?

15 A I think there were some discussions that the 01:19:59

16 old story if you criticize, be careful, you could be

17 criticized back. And I believe as long as one is

18 confident in the facts, one should proceed. It goes

19 back always to my overall view that our job is to

20 make sure that full disclosure and good information 01:20:19

21 is in front of the investment community.

22 Q And with whom at Allergan did you have the

23 conversation about whether or not any of the slides

24 in this deck might be overreaching?

25 A I mean, I can't recollect the day-by-day 01:20:36

49 (Pages 190 - 193)


Exhibit 9 Page 211


Page 194

1 conversations back in, you know, early July, but,

2 you know, it's a topic that we always discuss. And

3 you -- a while back, I think -- I can't remember

4 what the date of the -- the T. Rowe Price was. I

5 think it was early June, from my recollection. I'm 01:20:56

6 not sure. That's a topic that we listened to their

7 input, we took it under consideration, and then we

8 decide whether we should proceed or not. And

9 there's a balance of positive and negative.

10 Q Right. But T. Rowe Price in June asked you 01:21:09

11 to refrain from attacks on Valeant; is that fair?

12 A Yes.

13 Q And then in July is when the Valeant is Vile

14 deck was made public?

15 A Correct. 01:21:26

16 Q Okay. Now --

17 A Which is why I said, respectfully, when we

18 discussed T. Rowe, that we did -- professionally we

19 begged to disagree. And as I stated, been there

20 several times. And there are things we agree about 01:21:40

21 and other ones I say, respectfully, I don't agree.




25 /// 01:21:56

Page 195

1 BY MR. HOLSCHER:

2 Q I've attached an e-mail from David Lawrence

3 it was put in his file, but below it is an e-mail

4 from David Lawrence to you dated Friday, July 11,

5 2014, subject, "July 14th Valeant is Bad deck." 01:22:14

6 Have you seen this?

7 A Yes.

8 Q Have you seen this e-mail before today?

9 A Well, given that it's addressed to me and I

10 read my e-mails, yes. 01:22:28

11 Q Do you recall receiving this e-mail?

12 A I -- before I walked in, I wouldn't have

13 recalled it, but now I do.

14 Q Okay. And had Mr. Lawrence before July 11th

15 given you advice in some of the prior decks that 01:22:42

16 some of the criticism of Valeant should be tempered

17 in these presentations?

18 A You know, always on a work team I encourage

19 people to speak up and give their point of view.

20 And I take it under consideration. And at the end 01:23:04

21 of the day that's part of my job as CEO, to decide

22 on balance, should we do A or B or nothing. And

23 clearly I took the decision to proceed on this

24 basis. And when I look at the chart, based on the

25 information sources we have, I believe that is 01:23:23

Page 196

1 highly accurate and correct.

2 Q Okay. My question was -- was more narrow,

3 which is --

4 A Yes.

5 Q -- before Friday, July 11th, 2014, had 01:23:33

6 Mr. Lawrence given you earlier advice on earlier

7 decks that some of the criticisms of Valeant should

8 be scaled back?

9 A I really cannot recollect.

10 Q You reference in the first part of this 01:23:48

11 e-mail (as read):

12 "Part of my job has been to make

13 recommendations and find insights,

14 advice, and then defer to your call.

15 I'll do that again with the above 01:24:00

16 deck. So if you don't want to think

17 about the subjects, just delete the

18 e-mail now."

19 Do you see that?

20 A Yes. 01:24:05

21 Q And, by the way, what is Mr. Lawrence's

22 position at the company?

23 A Senior vice president, business development.

24 I think I interpret that the word again is

25 what catches your attention, appropriately. I think 01:24:15

Page 197

1 in the many years I worked with Lawrence, which is

2 probably close to ten, the good thing is that he's a

3 person that expresses his views, and this isn't just

4 on Valeant. On all sorts of matters. And I've

5 encouraged him to not be shy and just tell me what 01:24:34

6 he thinks, because I'm not the kind of imperial CEO

7 that just likes people saying, "Oh, great master,

8 everything you do is correct and fabulous."

9 Q But do you recall him advising you to tone

10 down any of the prior attacks on Valeant? 01:24:50

11 A No.

12

13

14

15

16

17

18

19

20

21

22

23

24

25

50 (Pages 194 - 197)


Exhibit 9 Page 212


Page 198

1

2

3

4

5

6

7 Q Are you aware that Valeant has submitted a

8 counter proxy with its position that the information

9 on page 8 of this proxy you filed is false?

10 A I don't think of the word as "proxy." It 01:25:59

11 would be a presentation deck, right?

12 Q Which then was put in a proxy that is filed

13 with the SEC.

14 A Okay. Maybe -- no. It's filed as an 8K,

15 right? Is it part of a proxy? I'm not sure. 01:26:12

16 Q Well, but the filing goes with the -- well,

17 are you aware -- are you aware that Valeant on this

18 specific page 8 that Mr. Lawrence had told you high

19 risk proposition has filed the SEC response --

20 A As we do, because every time we put these 01:26:28

21 out, we file with the SEC too.

22 Q Right. But let me just finish the question.

23 A I'm sorry. Yes.

24 Q Are you aware that after Mr. Lawrence advised

25 you that page 8 was a high risk proposition, that 01:26:39

Page 199

1 Valeant filed the SEC materials that Valeant

2 believes proves that this Slide 8 is false?

3 A I recollect that they had a rebuttal chart to

4 this. Whether their data was any more accurate or

5 not than mine, I'm not sure. 01:26:59

6 Q Okay.

7 A I know they filed a rebuttal. I recollect

8 that.

9 Q Do you also recall that you and others at

10 Allergan made a number of statements to analysts 01:27:10

11 that Valeant's third quarter 2014 earnings would be

12 disappointing?


14 A I certainly questioned how good their results

15 would be, given that they have a longer, longer 01:27:25

16 period since they acquired both Metasis and Bausch &

17 Lomb.

18 Q And, in fact, you authorized Allergan to

19 issue press releases and statements to analysts

20 saying that they should be watching for Valeant's 01:27:44

21 third quarter 2014 earnings because they were likely

22 to disappoint.

23 Do you recall?

24 A The words "likely to disappoint," that I

25 cannot recollect. If you could show me something, 01:28:01

Page 200

1 that may help.

2 What I can say is that we have in the last

3 two odd weeks filed a deck on the results of the

4 Bausch & Lomb segment using historical data, and I

5 think very important to see in that is that the 01:28:34

6 third quarter of last year, the sales declined 7

7 percent Q3 of 2013 over Q3 of 2012.




11 BY MR. HOLSCHER:

12 Q Attaching to you an e-mail string that at the

13 top is -- the last one is Sunday, June 15th, 2014,

14 at 7:58 a.m. And the bottom is June 15, 2014, a

15 5:07 a.m. They're e-mails between you and Russ Ray. 01:30:19

16 Do you see those?

17 A Yes.

18 Q Who is Russ Ray?

19 A He's on our board.

20 Q And in the middle of June 2014, did you 01:30:27

21 intend a conference that Mr. Pearson also attended?

22 A I did.

23 Q And in your e-mail to Russ Ray, June 15,

24 2014, you stated (as read):

25 "I managed to keep Pearson a 01:30:48

Page 201

1 30-foot distance as he arrived late on

2 his Gulfstream."

3 Do you see that?

4 A Correct.

5 Q And then you said (as read): 01:30:57

6 "What double standards, the docs

7 cannot stand him."

8 Do you see that?

9 A Yes.

10 Q Would it be fair to say that you have a 01:31:01

11 personal dislike of Mr. Pyott?

12 MR. WALD: Mr. Pyott?

13 BY MR. HOLSCHER:

14 Q I'm sorry. Would it be fair to say you have

15 a personal dislike of Mr. Pearson? 01:31:11

16 A Today, I do. Historically he used to visit

17 me on a friendly basis. But given what he's done to

18 the company and the comments he's made, I think it's

19 clear.

20 Let me explain, if I may, about double 01:31:26

21 standards. Very early on --

22 MR. WALD: Find out if Mark wants to find

23 out. If he doesn't, then that's fine.

24 THE DEPONENT: Fine.

25 /// 01:31:33

51 (Pages 198 - 201)


Exhibit 9 Page 213


Page 202

1 BY MR. HOLSCHER:

2 Q First, let me follow up with what you said

3 he's done to the company.

4 So the -- the -- the first constructive

5 criticisms about Allergan were that the SG&A was too 01:31:42

6 high; is that fair?

7 A Constructive criticism by whom?

8 Q The analyst community for years. We went

9 over those e-mails -- we went over those analyst

10 reports. There's been constructive criticism for a 01:31:54

11 long time that Allergan's SG&A was too high, right?

12 A It was a suggestion that we should spend

13 less, and despite that, the company has performed

14 very well over an extremely long period, as you're

15 aware. 01:32:08

16 Q When you make a reference to what

17 Mr. Pearson's done to the company, do you view it as

18 a positive that, as of today, Allergan's stock is

19 trading at an all-time high?

20 A I think that's great for shareholders, and 01:32:25

21 I'm very pleased about that. The fact that we've

22 already been forced to fire 1,500 people I do not

23 see as a positive.

24 Q Okay. In terms of the -- the market

25 valuation of the company at 190 -- 01:32:36

Page 203

1 A Uh-huh.

2 Q -- in your mind, how much of that is due to

3 the market anticipating that the Valeant Pershing

4 Square will be accepted or some similar offer versus

5 what you believe to be the standalone value of 01:32:53

6 Allergan?

7 A Well, I think we've been very clear time and

8 time and time again that the intrinsic value of the

9 company is substantially in excess of the current

10 trading value. 01:33:05

11 Q And as of April 2013 -- I'm sorry, as of

12 April 22nd, 2014, the stock was trading in, what,

13 the low 120s?

14 A By that date it probably was already over 130

15 because of the run-up in the subsequent 5 percent 01:33:22

16 purchasing by Pershing Square.

17 Q So -- but before the announcement that

18 Pershing Square had accumulated 5 percent, fair to

19 say the stock was probably --

20 A Low 120s. About 122. 01:33:32

21 Q Okay. And the stock today is trading at 190

22 or so?

23 A Correct.

24 Q So that's roughly a 50 percent increase in

25 the last six months? 01:33:48

Page 204

1 A Correct.

2 Q Okay.

3 A But, of course, it's not magic.

4 Q And it was your view that the intrinsic value

5 of Allergan was higher than 122 as of April 2014? 01:34:11

6 A Absolutely.

7 Q Okay. Now, do you believe your -- let me

8 back up.

9 You believe that Mr. Pearson has a double

10 standard and is hypocritical? 01:34:35

11 A In his criticism of us for owning a golf

12 course that we don't even own, and do you mean while

13 he has a whole fleet of Gulfstreams, I find that a

14 little hypocritical. By the way, we do not have any

15 private aircraft. 01:34:53

16 Q And based upon what you believed to be his

17 conduct since April 22nd, 2014, fair to say that at

18 this point you dislike him?

19 A Today, I do.

20 Q And is it fair to say that every public 01:35:11

21 statement that you've made about Mr. Pearson and

22 Valeant since April 22nd, 2014, has been critical of

23 him?

24 A I would make a very sharp distinction between

25 criticisms I've made about Valeant. I've made no 01:35:35

Page 205

1 public criticisms of Mr. Pearson. Because at the

2 end of the day, this is all about value and creation

3 of value for stockholders.

4 Q Do you have any concern that your personal

5 dislike for Mr. Pearson is interfering with your 01:36:05

6 fiduciary obligation of the company to get the best

7 value for shareholders?

8 A Zero.


10 identification by the deposition 01:37:04


12 BY MR. HOLSCHER:

13 Q I've placed before you a June 10, 2014,

14 Allergan presentation.

15 A Uh-huh. 01:37:10

16 Q And the first page of the actual text of the

17 page 3 of the presentation begins with (as read):

18 "Allergan stockholders have nothing

19 to gain by merging with Valeant."


21 A Correct.

22 Q Okay. Did you review this presentation

23 before it was finalized?

24 A Yes.

25 Q And you personally approved it being 01:37:32

52 (Pages 202 - 205)


Exhibit 9 Page 214


Page 206

1 distributed publicly?

2 A Of course.

3 Q Okay. Going to the page 6 of that

4 presentation -- do you have page 6 in front of you?

5 A Six, right. 01:37:41

6 Q And at page 6 do you see where it says (as

7 read):

8 "We believe Valeant's third quarter

9 '14 results post anniversary of B&L

10 acquisition will reveal further 01:38:01

11 weakness of true 'organic growth.'"

12 Do you see that?

13 A Yeah.

14 Q You approved that language before it was

15 publicized by Allergan? 01:38:13

16 A I did.

17 Q And you believed it to be true at the time?

18 A I do.

19 Q And on what basis did you believe it to be

20 true? 01:38:21

21 A Based on the trend lines of all the products

22 we could see being sold in the market. And on our

23 earlier exchange on the data on Q3, which they

24 pre-announced a few weeks ago plus 10 percent. One

25 has to put into context. That is with the 01:38:36

Page 207

1 comparable of minus seven in the comparable period

2 one year earlier.

3 Q All right. But --

4 A So 10 minus 3 is pretty easy -- or 10 minus 7

5 is easy to compute, right? 01:38:52

6 Q Mr. Pyott, as you sit here today, do you have

7 any understanding whether or not this language on

8 the sixth page of your presentation is false?

9 MR. WALD: I'm sorry, which -- which

10 language? 01:39:06

11 THE DEPONENT: This page 6 --

12 BY MR. HOLSCHER:

13 Q Regarding (as read):

14 "We believe Valeant's third quarter

15 2014 results (post-anniversary of B&L 01:39:13

16 acquisition) will reveal further

17 weakness of true 'organic growth.'"

18 Do you know whether that's false?

19 A I do not believe that's false. I am very

20 much looking forward to their earnings release in 01:39:23

21 October 20th when all the details will be shared

22 with the public.

23 Q And if, in fact, that earning release comes

24 out and reveals strength in organic growth, what

25 would you do? 01:39:39

Page 208


2 question.

3 BY MR. HOLSCHER:

4 Q Let me ask you this. So when Valeant

5 pre-announced that it's going to have organic growth 01:39:45

6 in the business, you actually then submitted another

7 presentation saying the organic growth should be

8 looked in the lens of 2013 being a bad year. Fair

9 summary?

10 A Not -- unfair summary. 01:40:00

11 Q Okay. Why is it an unfair summary?

12 A Because you are talking about different time

13 zones, and if you look at Q3, as I stated earlier,

14 Bausch & Lomb sales in Q3 of last year were minus

15 seven percent. The fourth quarter was very strong 01:40:15

16 because of the way they integrated the Bausch & Lomb

17 acquisition.

18 Q Mr. Pearson --

19 MR. WALD: Pyott.


21 Q I'm sorry. Mr. Pyott, will you concede that

22 any of the material in any of your pages and pages

23 of presentations for the last five months

24 criticizing Valeant, any of it, as you sit here

25 today, in your mind, not accurate? 01:40:41

Page 209

1 A There are sub details where they have come

2 back with information that is difficult to acquire

3 publicly, and this particularly relates to the

4 nonpharmaceutical products. And I think, listening

5 to investors, it is very clear that they are very 01:41:04

6 happy that Valeant is making increased disclosures,

7 which is in the interest of their stockholders and

8 certainly enables us to discharge our obligations of

9 making sure that Valeant information is full and --

10 full and balanced. 01:41:26

11 Q So with respect to -- as you sit here today,

12 are you aware of whether any of the information in

13 your various decks has not been accurate, you

14 believe it's all been accurate?

15 A Based on the information sources we have. 01:41:41

16 Now, of course, once you're inside the company, you

17 have access to data that is not available in the

18 public domain.

19 Q And Valeant has offered repeatedly to let you

20 inside the company, right? 01:41:55

21 A Yes.

22 Q And you've refused that invitation?

23 A Correct.

24 Q So while you've been attacking their

25 accounting as opaque, you have refused their -- 01:42:07

53 (Pages 206 - 209)


Exhibit 9 Page 215


Page 210

1 their invitation to get more details in accounting,

2 right?

3 A The amount of detail that we would learn

4 would be very limited.

5 Q Okay. Would you benefit from sitting down 01:42:16

6 with the controller of Valeant to learn more about

7 their organic growth or lack thereof, in your view?

8 A I think the benefit would be marginal, and I

9 think we have stated very publicly in time and time

10 again, the only time it is appropriate for us to sit 01:42:34

11 down and learn more is when they put an offer on the

12 table that fully aligns with the intrinsic value of

13 Allergan.

14 Q Let me ask you this. With respect to your

15 fiduciary obligations to the board and Allergan, 01:42:51

16 let's assume that --

17 A Well, fiduciary obligations to stockholders

18 and the corporation, correct?

19 Q Absolutely. So your fiduciary obligations to

20 the stock holders and to the corporation. So let's 01:43:01

21 just assume for the moment that whatever happens at

22 the December 16th board meeting, whether -- whatever

23 happens at the December 16th shareholder meeting,

24 whether there is a recommendation that you engage

25 about, or it fails, okay, let's assume for the 01:43:14

Page 211

1 moment that as of January 1st, 2015, you have not

2 engaged with Valeant and that, for whatever reason,

3 the Valeant unsolicited offer is gone. Okay?

4 And let's assume as of January 1st, your

5 stock drops back to something approaching the value 01:43:39

6 of the Allergan stock before the offer was made.

7 And I understand you may disagree with this

8 hypothetical, you may think the stock would be

9 higher, but I'm entitled to ask a reasonable

10 hypothetical. So let me say it succinctly. Do you 01:43:54

11 believe you will have exercised properly your

12 fiduciary duties to Allergan if you fend off this

13 unsolicited offer, and, as a result, at the

14 beginning of the year 2015, Allergan remains a

15 standalone company, but it's stock goes back to the 01:44:17

16 level it was at before it received the Pershing

17 Square Valeant bid?

18 MR. WALD: I need to object to the form of

19 the question. It's a hypothetical. The witness is

20 not an expert witness, and it would be improper for 01:44:29

21 him to speculate and try to answer hypothetically.

22 Go ahead.

23 THE DEPONENT: Right. I think the form you

24 asked the question leads to a conclusion that is

25 inaccurate. 01:44:42

Page 212

1 If I may then explain the way stock market

2 analysts see this. Currently, as of this morning,

3 the target price of the mean of all of the analysts

4 that cover us is on a standalone basis $207.

5 So when you talk about the hypothetical of 01:45:02

6 the stock settling back to a very, very low price,

7 that is before the comment I made it's not magic,

8 because, of course, at that time, we were expecting

9 to increase earnings per share about 15 percent per

10 year off a base of $4.77 in 2013. 01:45:23

11 As of yesterday, we have now moved our number

12 for this year to $6.20, which is very close to

13 30 percent increase. Next year to $8.60, which is

14 the 40 percent increase. And then 2016 to $10.25,

15 which is a further increase very close to 01:45:50

16 20 percent.

17 So the bar has moved dramatically upwards,

18 which means the way the company is valued is

19 dramatically different. Based on everything I know

20 from stock market analysis, conversations with both 01:46:03

21 sell and buy side analysts, I think in recent

22 periods -- in fact, the Allergan stock price is

23 being held down by the Valeant offer. And I think

24 that was the case until probably of the order of ten

25 days ago. 01:46:24

Page 213

1 BY MR. HOLSCHER:

2 Q So --

3 A In fact, one other fact. Since we received

4 the offer, I would submit that we have done a great

5 job for Allergan stockholders, not only through the 01:46:36

6 operating performance that I have described, but

7 also the fact that Valeant has increased their offer

8 twice by roughly $22, and they finally read what is

9 in the daily media roundups, I am led to believe

10 that there's another $15 increase in the offer due 01:46:58

11 very shortly. So that would be, you know, doing

12 quick math, 37 and something dollars and so far I've

13 still not sat down to the negotiating table.

14 So with your respect to my friends at T. Rowe

15 Price, I think they should be quietly applauding me. 01:47:18

16 Q With respect to your fiduciary duty

17 obligations if the Valeant -- is it -- is it your

18 view if the Valeant offer were to be essentially

19 fended off by you, that you have a high degree of

20 confidence that the Allergan stock would remain at 01:47:38

21 levels it is at today?

22 A I have a very high degree of confidence. Let

23 me add that in my 16 years as CEO, I'm happy to say

24 we've never missed a quarter ever. So the stock

25 market knows we have a very high degree of 01:47:54

54 (Pages 210 - 213)


Exhibit 9 Page 216


Page 214

1 dependability of what we say we will do, we will do.

2 Q And so, in your view, as of April 21st, 2013,

3 when you were valued in the 120s, was that a -- was

4 that a proper valuation of Allergan at the time?

5 Was that a fair valuation? 01:48:19

6 A Well, I think you see it goes back to the

7 predicate. And the answer is yes for the numbers we

8 put on the table, but, no, because at that time the

9 expectations for our results were completely

10 different from what they are today. 01:48:31

11 Q Will you amend the -- and correct the deck

12 that you submitted with the SEC if, in fact,

13 Valeant's third quarter organic growth shows

14 strength rather than weakness?


16 THE DEPONENT: I'm sure that we will comment

17 our analysis of what the Valeant results are. As

18 you can tell, the comparator of the prior year is

19 very important, and it will be very interesting to

20 see what level of disclosures they make. 01:49:09

21 BY MR. HOLSCHER:

22 Q Are you pretty certain you're also going to

23 criticize whatever they report?

24 A If there are things that are absolutely

25 correct, I will say, great. If there are things 01:49:19

Page 215

1 that are misleading and have holes in them, I dare

2 say that we criticize them again.

3 Q You -- so you represent that if the -- if the

4 Valeant third quarter earnings really do show strong

5 organic growth, that you will acknowledge that 01:49:37

6 publicly?

7 A It's a hypothetical.

8 Q Now, you have made the decision not to seek

9 any diligence information from Valeant; is that

10 fair? 01:50:01

11 A Correct. Correct.

12 Q And at the same time, you have attacked them

13 dozens of times for having opaque financial

14 reporting?

15 A Correct. 01:50:12

16 Q Would you agree that it's possible that if

17 you met with the CFO, controller, and financial

18 staff of Valeant, you might learn more about the

19 accounting that you now refer to as opaque?


21 THE DEPONENT: What I stated before in its

22 essence, no, because the information we would

23 receive will be of marginal benefit.

24 BY MR. HOLSCHER:

25 Q Have your advisors done any analysis of the 01:50:57

Page 216

1 SG&A targets that Allergan has for the combined

2 entity?

3 A I think precisely the answer is maybe, but

4 what we've certainly analyzed as the synergy

5 targets, which would then probably feed in to an 01:51:19

6 SG&A analysis.

7 Q So has there been any concrete analysis of

8 how realistic Valeant's estimates are with respect

9 to SG&A synergies?

10 A A lot of the question hinges on what period 01:51:39

11 you're asking me the question.

12 Q Any period.

13 A Well, things change constantly.

14 See, what I'm saying is, when they started,

15 the synergy target was 2.7 billion. Most market 01:51:57

16 observers would say those are unachievable as of

17 today.

18 Q Are number of market observers predicting --

19 outside of Valeant -- predicting that there be

20 synergies in excess of $2 billion? 01:52:09

21 A I think most people will be lower than

22 $2 billion to date.

23 Q How much lower than 2 billion, do you think?

24 A Several hundred million as a minimum.

25 Q Aren't there still a number of analysts that 01:52:20

Page 217

1 predict synergies of $2 billion in a combined

2 transaction?

3 A There are. As you know, there are people who

4 are left field and right field.

5 Q Fair to say you're at the low end of the 01:52:29

6 synergy field?

7 A I think if you look through all the decks,

8 you'll see already of the 2.7 billion that Valeant

9 described as possible, we have already taken out

10 through our own reductions about 500 million, and on 01:52:49

11 top of that, Pearson and Valeant have committed to

12 incremental R & D programs that weren't contemplated

13 at the beginning, as well as marketing programs. So

14 at some point they have to decide what they want to

15 do. 01:53:07

16 Q In fact, you had -- you had criticized

17 Valeant and said that they should reconsider some of

18 the R & D cuts relating to Botox, right?

19 A Which we have subsequently understood that

20 they are now wanting to put them back in. 01:53:20

21 Q Right. So is that a bad thing that Valeant

22 listened to your criticism and included back into R

23 & D some things you thought should be in there?

24 A It's positive, but then they have to pay for

25 them, and that comes straight off the bottom line. 01:53:41

55 (Pages 214 - 217)


Exhibit 9 Page 217


Page 218

1 Q Have you had any -- hired any scientific team

2 to perform any R & D related due diligence on the

3 synergies projected by Valeant?

4 A No, because it's very simple, because the

5 base on their side is so low. And, again, you're in 01:54:02

6 to which time period of -- initially, they said they

7 would cut the R & D budget on our side from

8 1.1 billion down to about 200 million. Since then,

9 they have been adding some programs back. So almost

10 all the expenses on our side. 01:54:21

11 Q Have you reviewed any of the analysis from

12 Bank of America, Merrill Lynch from their analyst,

13 describing what they believed the synergies would be

14 in a transaction? Not your investment banking team,

15 the analysts at Bank of America, Lynch. 01:54:55

16 A I'm trying to remember when any of the

17 analysts of those two firms last published on that

18 matter.

19 Q I showed you some reports in the beginning of

20 the deposition in February, March? 01:55:07

21 A But that was -- that was prior to, right?

22 Q Correct.

23 A That was prior to the tender. That's why

24 when you see we're talking business, it's really

25 important to know what time frame we're talking 01:55:15

Page 219

1 about. So we're talking about a period before we

2 ramped our earnings as a response to the -- the --

3 the unsolicited bid.

4 Q You agree that it was the unsolicited bid

5 that caused you to cut your R & D budget? 01:55:27

6 A On that side, yes. The prior earnings

7 increase we had already been challenged by our

8 board.

9 I'll stop.

10 MR. HOLSCHER: Take a break here and then we 01:55:43

11 can wrap up.


13 time is 1:55.

14 (Recess.)

15 THE VIDEOGRAPHER: Back on the record. The 02:06:41


17 MR. HOLSCHER: Exhibit 17.




21 BY MR. HOLSCHER:

22 Q Mr. Pyott, I've placed before you an

23 October 1st, 2014, report from ISS. Have you seen

24 that before today?

25 A Yes. 02:07:11

Page 220

1 Q Have you read this before?

2 A Yes.

3 Q Did you have any discussions with ISS in late

4 September 2014 before ISS issued this report?

5 A No. 02:07:26

6 Q Do you know if anyone at Allergan had

7 discussions with ISS about this report before it was

8 issued October 1st, 2014?

9 A I'm not aware of anybody.

10 Q Did you -- do you know whether or not the 02:07:42

11 board of Allergan has been provided this report?

12 A I'm convinced that we would have supplied it

13 the very same or the next day.

14 Q Okay. And one of the authors listed is a

15 Chris Cernich. 02:08:03

16 Do you see that?

17 A Yes.

18 Q Have you met Mr. Chris Cernich before?

19 A Yes. Mr. Gallagher and I met with him in

20 Maryland. 02:08:10

21 Q Do you believe Mr. Cernich is fair in his

22 analysis of Allergan's dealing with the Valeant,

23 Pershing Square unsolicited offer?

24 A No.

25 Q And you believe ISS is biased in their 02:08:23

Page 221

1 reporting?

2 A As I stated before in earlier questioning, I

3 do so.

4 Q And looking on the first page, the bottom,

5 makes reference to (as read): 02:08:46

6 "On September 22nd, media reports

7 began circulating that the board had

8 not only declined an all-cash offer

9 from another potential buyer, but was

10 'in advanced talks to buy Salix 02:08:57

11 Pharmaceuticals' for an all-cash

12 consideration presumably rich enough

13 to persuade the Salix board to call

14 off its plans merger with Cosmo

15 Pharmaceuticals." 02:09:07

16 Do you see that?

17 A I do.

18 Q And then the report goes on to say (as read):

19 "Allergan's largest shareholder,

20 Pershing Square, which has been 02:09:17

21 pushing the Allergan board to engage

22 with Valeant, quickly warned it would

23 sue directors for breach of fiduciary

24 duty if such a transaction were

25 announced." 02:09:29

56 (Pages 218 - 221)


Exhibit 9 Page 218


Page 222

1 Do you see that?

2 A I do.

3 Q And then the next sentence is (as read):

4 "Over the subsequent days, three

5 more of the company's top 12 02:09:34

6 shareholders also issued public

7 statements pointedly expressing, as T.

8 Rowe Price put it, the 'growing

9 concern at the corporate government

10 practice of the Allergan board.'" 02:09:48

11 Do you see that?

12 A I do.

13 Q Okay. You agree that -- and on the second

14 page there are excerpts from the Pershing Square

15 capital management letter, the T. Rowe Price 02:10:00

16 statement, the Jackson Square Partners letter, and

17 the Pentwater Capital Management letter.

18 Do you see that?

19 A I do.

20 Q And so far as you know, is the summary of 02:10:18

21 those letters and the quotes in the ISS document

22 accurate in terms of T. Rowe Price Associates,

23 Jackson Square Partners and Pentwater Capital

24 Management's concern that the Allergan board may be

25 violating it's fiduciary duty to the company if it 02:10:40

Page 223

1 engaged in a transaction like the Salix transaction

2 before the shareholder meeting of December 18th,

3 2014?

4 MR. WALD: Just to clarify, Mark, are you

5 asking him whether he understands that the 02:10:55

6 statements that are attributed to those entities are

7 correct statements made by them, as opposed to that

8 he agrees with the content of them?

9 MR. HOLSCHER: Right.


11 Q In other words, rather than going through all

12 of these, which I have, I'm just -- I'm trying in

13 the interest of time to say -- rather than go

14 through all of them, to just use this summary. So

15 let me rephrase it. 02:11:14

16 Did -- in this page 2 of the ISS M&A edge

17 note, there's a summary of what was communicated

18 publicly by Pershing Square Capital Management, T.

19 Rowe Price, Jackson Square, and Pentwater Capital.


21 A I see the statements.

22 Q All right. And not asking you if you agree

23 with them, the substance of the statements, but do

24 you agree that so far as you know, the summary in

25 this yellow box here on page 2, accurately reflects 02:11:43

Page 224

1 what was in the letters or public statements that

2 were made?

3 A I think the excerpts lead to the general

4 conclusion of what each of those letters intended.

5 Q Would it be fair to say that each of these 02:11:57

6 four shareholders have publicly indicated they

7 believe that the Allergan board could be violating

8 its fiduciary duties to the Allergan shareholders if

9 it engaged in an acquisition such as the Salix

10 transaction before the December 18, 2014, 02:12:14

11 shareholder meeting?


13 You may answer.

14 THE DEPONENT: Yeah, well, I think that would

15 be a legal conclusion that isn't necessarily 02:12:23

16 embedded in each of these statements.

17 BY MR. HOLSCHER:

18 Q Okay. Well, let's start the bottom of

19 Pentwater. Do you see the quote where it says (as

20 read): 02:12:32

21 "Pentwater does not understand how

22 Allergan's directors could possibly

23 conclude is an appropriate exercise of

24 their fiduciary duty to embark on such

25 a large scale acquisition without 02:12:45

Page 225

1 first engaging with Valeant and

2 Actavis."

3 Do you see that?

4 A That is their opinion and view.

5 Q Do you agree that Pentwater has made public 02:12:51

6 its view that Allergan's directors could be

7 violating their fiduciary duty if they embark on a

8 large-scale acquisition without first engaging with

9 Valeant and Actavis?

10 A That is directly in line with the views of 02:13:08

11 your client at Pershing Square.

12 Q With respect to Jackson Square Partners that,

13 again, we've talked before, that's a long term

14 holder of stock in Allergan?

15 A Correct. 02:13:20

16 Q And you don't view them as an activist

17 investor, right?

18 A I do not.

19 Q Okay. And as well, they -- well, first off,

20 it would be fair to say Jackson Square Partners also 02:13:36

21 criticizes any potential large acquisition by

22 Allergan in advance of the December 18, 2014,

23 meeting?

24 A That is their view. They have a different

25 view, that we should engage in a very large special 02:13:52

57 (Pages 222 - 225)


Exhibit 9 Page 219


Page 226

1 dividend.

2 Q And T. Rowe Price, which has 5.4 percent of

3 the shares of Allergan, also indicates that they

4 have been watching with a growing concern the

5 corporate governance practices of the Allergan 02:14:11

6 board.

7 Do you see that?

8 A I do.

9 Q And you disagree with T. Rowe Price's

10 conclusions here? 02:14:17

11 A Well, given the whole discussion we've had of

12 their views, and our commentary that we respectfully

13 disagree on some of them, I think we've covered that

14 ground.

15 Q And ISS at page 2 on the left-hand side 02:14:31

16 refers to any large irrevocable acquisition by

17 Allergan as a, quote, irrevocable breach of faith.

18 Do you see that?


20 Q And do you agree with that? 02:14:49

21 A I do not agree with that.

22 Q Have any Allergan institutional shareholders

23 written you to tell you that they approve of and

24 encourage Allergan doing a large-scale cash

25 acquisition like the Salix transaction? 02:15:15

Page 227

1 A No. And this goes right back to our whole

2 discussion of people not putting things in writing,

3 but expressing -- expressing it verbally.

4 Q Okay. Have any of Allergan's institutional

5 shareholders told you in the last month that they 02:15:30

6 would be supportive of and encourage Allergan having

7 a large scale acquisition like Salix?

8 A Over the last month since April on repeated

9 occasions I believe a very large block of Allergan

10 stockholders have encouraged us to deploy our 02:15:56

11 balance sheet in a value creating acquisition.

12 Q Okay. I want to focus on the time period --

13 are you aware that in -- in the last month, based

14 upon a resolution of the Delaware action, a

15 December 18th, 2014, board meeting have been set? 02:16:14

16 Are you generally aware that that's happened?

17 A Everybody knows there's a special meeting

18 December 18th.

19 Q Right. But you recognize that that -- that

20 meeting was agreed upon and set -- agreed by 02:16:28

21 Allergan --

22 A By ourselves.

23 Q -- in the last, say, month or so?

24 A Correct.

25

Page 228

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58 (Pages 226 - 229)


Exhibit 9 Page 220


Page 230

1

2

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17

18

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21

22

23 Q Okay. Now, I'm going to switch to -- I think

24 it's the final area. I think we're almost done.

25 I want to ask you a few questions about a 02:21:43

Page 232

1 poison pill.

2 Are you familiar with what a poison pill is,

3 Mr. Pyott?

4 A Yes.

5 Q And, generally speaking, what is a poison 02:21:57

6 pill?

7 A A poison pill is designed to stop further

8 rapid accumulation of stock by an acquirer or a

9 potential acquirer, in order to give the board an

10 adequate time to assess what is in the best interest 02:22:16

11 of stockholders in terms of planning and then

12 execution.

13 Q And does Allergan have a poison pill in place

14 now?

15 A We did. We put it in place extremely rapidly 02:22:28

16 after we became aware of the unsolicited bid on

17 April 22.

18 Q Is it your understanding that a poison pill

19 prevents a tender offer from being completed?


21 THE DEPONENT: I'm aware that a poison pill

22 is in place so that a potential acquirer has to, A,

23 remove a majority of the board of directors to then

24 be able to proceed to a tender offer.

25 /// 02:23:00

Page 233

1 BY MR. HOLSCHER:

2 Q When you say you have to remove the majority

3 because they would need the consent of the directors

4 of Allergan to proceed with the transaction?

5 A With the tender offer. 02:23:10

6 Q Do you agree that so long as the board of

7 Allergan does not favor or vote in favor of a tender

8 offer, that it could block the unsolicited tender

9 offer that's been made by Valeant and Pershing

10 Square? 02:23:33


12 THE DEPONENT: It is my understanding the

13 board is there to discharge its fiduciary duty to

14 stockholders until the stockholders have had the

15 chance in this case to vote on a special meeting. 02:23:44

16 BY MR. HOLSCHER:

17 Q With respect to the poison pill in place, is

18 it your understanding that it prevents a tender

19 offer from going forward absent the agreement of

20 Allergan's board? 02:23:59

21 MR. HOLSCHER: Object to the form.

22 You may answer.

23 THE DEPONENT: Yeah, it is my understanding

24 that the poison pill is there to enable the board of

25 directors to determine whether any unsolicited bid 02:24:17

59 (Pages 230 - 233)


Exhibit 9 Page 221


Page 234

1 is in the interest of Allergan stockholders.

2 BY MR. HOLSCHER:

3 Q So it's your understanding that the Allergan

4 board would then make the decision whether it's in

5 the best interest of the Allergan stockholders? 02:24:29

6 A Correct.

7 Q And that absent the agreement of Allergan's

8 board --

9 A Right.

10 Q -- the tender offer could not be completed? 02:24:38

11 A Correct.

12 Q So the proposals that are the subject of the

13 special meeting of December 18, 2014 --

14 A Uh-huh.

15 Q -- you agree that none of those proposals 02:24:55

16 could directly lead to the completion of the

17 proposed tender offer?


19 question. I'm not sure what "directly lead" means.

20 THE DEPONENT: (Inaudible response.) 02:25:11

21 BY MR. HOLSCHER:

22 Q Let me rephrase it. If all the proposals at

23 the December 18, 2014, meeting pass, the poison pill

24 is still in place, right?

25 A Correct, yeah. 02:25:33

Page 235

1 Q And if all the proposals pass, Allergan's

2 bylaws still has its procedures subject to some

3 Delaware court review as to how it would appoint new

4 directors, right?

5 A Correct. 02:25:49

6 Q Okay. And so that so long as the poison pill

7 is in place, regardless of what the proposals are,

8 that if they were to pass on December 18, 2014, the

9 tender offer would still not go through?


11 THE DEPONENT: Well, it would -- because you

12 were raising a hypothetical, I have to answer it

13 hypothetically.

14 MR. WALD: Let me just be clear. Since you

15 are not an expert, you don't need to answer 02:26:12

16 hypotheticals.

17 THE DEPONENT: Okay.

18 MR. WALD: But --

19 THE DEPONENT: Then the answer is yes, the

20 poison pill would still be in place. 02:26:18

21 MR. HOLSCHER: Give me one second. We might

22 be done.

23 THE VIDEOGRAPHER: Off the record. The time

24 is 2:26.

25 (Recess.) 02:27:33

Page 236


2 time is 2:27 p.m.

3 MR. HOLSCHER: Thank you, Mr. Pyott. I have

4 no further questions.

5 We have a -- obviously the motion pending on 02:27:42

6 the 250 or so e-mails where -- we are closing

7 subject to that, and I understand you object to

8 that.

9 MR. WALD: Understood. And thank you, Mark.

10 And let us just say for the record, we've agreed 02:27:51

11 that the entire transcript will be marked highly

12 confidential, subject to our agreement to limit that

13 designation only to portions of the transcript that

14 should be.

15 MR. HOLSCHER: But I think we did the -- for 02:28:05

16 Gallagher, I think, was we did it provisionally with

17 the idea that there would be -- we would work out

18 within four or five days the final to the extent

19 that --

20 MR. WALD: We'll do the same thing here. 02:28:15

21 MR. HOLSCHER: Yeah, do the same.

22 MR. WALD: Whatever it was.

23 MR. HOLSCHER: Okay.

24 MR. WALD: Okay.

25 MR. HOLSCHER: Thank you. 02:28:18

Page 237

1 MR. WALD: Very good. Thank you. Thanks,

2 everyone.

3 THE VIDEOGRAPHER: This is the end of Disk 3

4 of today's deposition. We're going off the record.

5 The time is 2:28 p m. 02:28:24

6 (Whereupon the deposition was

7 concluded at 2:28 p.m.)

8

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60 (Pages 234 - 237)


Exhibit 9 Page 222


Page 238

1 I, DAVID PYOTT, do hereby declare under

2 penalty of perjury that I have read the foregoing

3 transcript; that I have made any corrections as

4 appear noted, in ink, initialed by me, or attached

5 hereto; that my testimony as contained herein, as

6 corrected, is true and correct.

7 EXECUTED this _____ day of _______________,

8 ______, at _____________________, _________________.

9 (City) (State)

10

11

12

13

14 _____________________________

15 DAVID PYOTT

16 VOLUME I

17

18

19

20

21

22

23

24

25

Page 239

1 I, the undersigned, a Certified Shorthand2 Reporter of the State of California, Registered3 Professional Reporter, Certified Live Note Reporter,4 do hereby certify:5 That the foregoing proceedings were taken6 before me at the time and place herein set forth;7 that any witnesses in the foregoing proceedings,8 prior to testifying, were duly sworn; that a record9 of the proceedings was made by me using machine

10 shorthand which was thereafter transcribed under my11 direction; that the foregoing transcript is a true12 record of the testimony given.13 Further, that if the foregoing pertains to14 the original transcript of a deposition in a Federal15 Case, before completion of the proceedings, review16 of the transcript [ ] was [ ] was not requested.17 I further certify I am neither financially18 interested in the action nor a relative or employee19 of any attorney or party to this action.20 IN WITNESS WHEREOF, I have this date21 subscribed my name.2223 Dated: 10/11/2014

_______________________24 MELISSA M. VILLAGRAN25 CSR No. 12543 RPR, CLR

61 (Pages 238 - 239)


Exhibit 9 Page 223


&

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2013 7:24 8:8 19:2120:15 21:3 22:2223:8 37:3 38:3,539:23 56:10 60:1060:18,19,22 86:20109:16,23,24110:19 111:3,7148:15 197:21200:7 203:11 208:8212:10 214:2

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[& - 2014]

Page 1


Exhibit 9 Page 224


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[2014 - accounting]

Page 2


Exhibit 9 Page 225


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174:10alerts 183:22aligned 34:19 89:18aligns 210:12allegations 178:9

179:19 180:8 182:3183:17 184:9,14,21

allergan 1:4 2:5,177:21 8:12 9:14 10:712:15 13:14 15:4

[accounting - allergan]

Page 3


Exhibit 9 Page 226


16:7,20 17:17 18:818:18 19:8 25:21,2526:5,11,25 27:5,1127:22 28:16,2529:16 30:2,10,2031:2,15,24 32:633:19 35:11,16,2336:2,12 37:7,9 38:338:12 41:2,6 42:543:6,9,13 44:1452:2 56:20 57:5,2059:23 62:5,13 63:463:12,14,16,22 65:165:2,12,24 66:1667:16,18 68:9,2369:20,21 70:12,1770:20 71:3,7 72:1772:20,25 73:1,3,873:14,18 74:16 75:375:6,11 76:6,11,1777:17 78:24 79:3,879:21 81:25 82:1482:15,25 83:1,1384:16,20 86:2,20,2587:5,19 89:17 90:690:17,23 93:16,1793:18 94:5 96:399:10 100:8 102:8102:16 104:13,18106:18,22 109:16109:24 111:2 113:1113:2 116:6,24119:16 120:19122:3,6,15,20123:14 124:23126:6,12 127:5,8,14130:2,15 131:7132:21 133:7135:11,17 141:25142:24 143:8,13,18143:25 144:4,7,11145:10 146:12,19146:25 147:18,21148:7 154:9 156:7157:5,5,9 159:15160:5 161:1 163:18

163:23 164:3,13166:15,22,24167:18 168:8169:12 172:13175:20,21 176:2,4176:15 177:4,19179:19 180:8,13181:2,13,20 183:15183:16 184:8,16185:7 186:23187:18 191:8,11192:1,5 193:9,12,22199:10,18 202:5203:6 204:5 205:14205:18 206:15210:13,15 211:6,12211:14 212:22213:5,20 214:4216:1 220:6,11221:21 222:10,24224:7,8 225:14,22226:3,5,17,22,24227:6,9,21 228:3,4228:9,11 229:25230:18 231:9,18,19232:13 233:4,7234:1,3,5

allergan's 39:2257:6 63:18 64:472:22 73:13 76:1978:7,11 85:15 86:1091:4 111:18 120:6135:6 146:8 148:23176:23 193:14202:11,18 220:22221:19 224:22225:6 227:4 233:20234:7 235:1

allow 82:10 119:13allowed 11:20 53:23

70:18 71:7 95:997:19 124:10 140:3

allowing 34:8 79:19128:19

allows 133:10

alvarez 43:22 44:9188:12 191:5,10,13

ambiguous 52:22amend 214:11amending 71:2,11

82:22amendments 76:2

81:15america 21:25 35:21

134:16 137:17,24138:18 158:7,8,12160:25 164:9165:12,20 192:19192:24 193:5218:12,15

american 120:11amount 28:12 89:16

144:25 210:3ample 229:10ana 1:15 3:12 9:1,12

174:4 181:3analysis 15:25 26:9

46:17 49:23 55:9,1173:18 74:13 100:20137:10 138:18140:12,19,22 141:2156:4 171:8 212:20214:17 215:25216:6,7 218:11220:22

analyst 12:15 30:2430:25 35:21 36:2351:17 53:18 58:1861:3 88:5 136:9,17137:13 138:1 139:1139:22 140:3 141:7141:9,13 157:24158:3 202:8,9218:12

analyst's 28:6analysts 13:9,24

23:11,16,20 24:229:24 30:7,9,1336:5 37:19,22 57:458:13 59:20 114:3119:7 138:3,4 139:3

143:3 159:5,12,24160:2,4,24 199:10199:19 212:2,3,21216:25 218:15,17

analyze 21:2 145:3analyzed 28:11

216:4analyzing 26:4angeles 5:11,21

104:5 113:4anniversary 206:9

207:15announce 63:4announced 33:21

63:7 206:24 208:5221:25

announcement134:11 203:17

annual 13:19 143:23answer 11:22 15:8

16:18 17:1,5,5,1419:13 21:9 22:3,823:2 28:14,20 30:1232:9,14,19,21,2233:1,6 34:8,2339:15 40:2 41:11,2241:24 42:11 45:554:16 58:25 59:471:23 76:10 92:2495:9 96:17 99:6,22110:21 114:22115:5 119:9 127:10128:22 130:24137:19 139:25142:3 143:24 144:2145:9 147:2,19152:24 153:8,15157:11 159:10,12161:16,23 168:6176:17 180:11187:4 188:21 190:4190:5 211:21 214:7216:3 224:13 230:5233:22 235:12,15235:19

[allergan - answer]

Page 4


Exhibit 9 Page 227


answered 27:2442:8 43:5 101:23126:8 127:2 140:8147:25 151:1153:16

answering 42:13129:23 134:21

answers 48:20152:25 153:1154:19

anticipating 161:5163:14 203:3

anx 1:7 2:8 9:16anybody 120:4

125:24 149:5 220:9231:17

apart 55:13 56:295:2 185:5 193:3

apollo 132:21133:11 134:4,12

apollo's 133:24134:8 135:5

apologizing 153:9apparently 135:3

171:9 229:16appeal 40:21appear 238:4appearance 10:1appearances 4:1 5:1

6:1appearing 163:25appears 135:4applauding 213:15applies 183:12appoint 72:22 73:8

235:3appointed 37:16appreciate 105:23

126:19approach 17:20

141:12 183:19approaches 157:20approaching 211:5appropriate 22:17

67:8 126:1 149:22168:16 169:22

185:1 210:10224:23

appropriately 128:2134:24 135:12196:25

approve 169:1190:23 192:16226:23

approved 63:17190:21 197:22205:25 206:14

approving 38:18april 33:22 36:11,16

41:1 62:12,18 63:1263:16,20 96:21141:12 157:16160:9,13,21 161:4161:20 163:14,20164:5,11 165:7,11165:17 166:7,11170:8 172:4,6,25173:3,23,25 175:20176:2,12 177:5178:7 179:21180:10 203:11,12204:5,17,22 214:2227:8 232:17

apt 149:22area 83:6 231:24areas 44:17 52:2

59:21,22argue 73:25 128:17

150:7arguing 162:13arnie 164:25arranged 37:24arrived 201:1article 121:6,7,9,13

121:15,19 122:4,7,9122:22,23 123:5,10123:13,14,20 124:2124:5,24 125:13182:11

articles 124:16126:6 159:3

ashwin 191:23ashwin's 192:1aside 110:25 231:15asked 14:16 22:2

23:14 27:24 28:1033:1 37:22 74:2389:24 94:6 95:2498:7,10 100:11,12100:15,18 110:3115:2 120:14,17147:25 159:9161:18 182:24194:10 211:24229:21

asking 14:25 15:221:1 23:5 27:10,1627:16 39:16 41:1941:22,25 42:25 43:458:20 93:3 130:20139:21 174:16185:5 189:17,24216:11 223:5,22

asks 17:7 174:18aspersions 67:13assembling 165:3assertions 138:10,15assess 133:11

232:10assessing 47:2

136:10assessment 25:20assist 21:6,18 22:5

147:21 165:22assistance 137:4,23assisted 21:24assisting 44:13associated 168:13associates 222:22assume 67:19

151:15 172:1 179:6210:16,21,25 211:4

assumed 197:21assumes 113:13

115:13 124:19assuming 167:11,14

assumption 78:22179:9

atopic 45:20attach 70:9attached 12:23 24:7

29:8 31:10 57:1860:8 69:25 77:686:17 115:23 131:4172:20 184:2191:19 194:24195:2 200:10205:11 219:20238:4

attaches 24:11attaching 200:12attack 21:7 113:9

124:24 130:16134:17 141:1

attacked 128:7129:13 215:12

attacking 124:15135:20 142:20209:24

attacks 137:23194:11 197:10

attempts 127:25146:8

attend 159:15attended 200:21attention 57:22

60:11 75:25 83:10196:25

attorney 4:6,14 5:1910:2 177:11 178:13180:1,18 239:19

attorneys 5:9attributed 223:6audio 9:17audit 56:9audited 56:16august 19:20 63:9

77:9 149:14 174:3177:5 178:3,7 181:3181:14,18 182:22

austin 5:8 10:15

[answered - austin]

Page 5


Exhibit 9 Page 228


austin.norris 5:14author 87:22 102:10

122:7 124:24authority 56:13authorized 9:22

199:18authors 220:14available 129:24

145:4 160:20209:17

avalanche 130:4,6130:10,23,25

average 107:7averages 59:24avoid 94:6awarded 35:18aware 20:20 21:10

22:21 26:3 29:2531:19 52:10 56:364:20 74:19 78:1081:2 85:14 121:5,7140:24 147:17148:22 151:2,4,6,7151:10,12 159:11159:20 173:14174:10 175:8 176:2176:12 179:14181:25 182:2183:16 184:7 186:2189:21 190:1 198:7198:17,17,24202:15 209:12220:9 227:13,16232:16,21

awareness 185:22

b

b 38:23 110:4181:22 183:4195:22

b&l 206:9 207:15back 17:9,10 33:16

33:16 35:7 37:139:5 42:22 47:1554:8 69:13 75:2187:22 89:6 95:21101:7,16 108:1,16

109:16,24 110:18111:2,6 112:10114:19 122:4,10,14128:24 129:1141:22 143:24160:22 163:8,10169:24 177:25178:23 180:5183:18 186:8190:13 193:17,19194:1,3 196:8 204:8209:2 211:5,15212:6 214:6 217:20217:22 218:9219:15 227:1 236:1

background 106:24bad 195:5 208:8

217:21balance 122:16

123:12 194:9195:22 227:11

balanced 86:4,13113:17 124:6125:11 134:23209:10

ballot 65:17band 38:16bank 20:18,23 21:5

21:25 22:13 35:2158:17 134:16137:16,23 138:18140:4,22 157:24158:6,8,10,11,12160:25 164:9165:12,20 192:19192:24 193:5,8218:12,15

banker 140:2bankers 43:16 136:8

171:21 192:21banking 116:4

119:2 218:14banks 20:22 21:10

21:25 37:24 141:2bar 212:17

barnes 156:14base 34:20 80:2

144:16 150:2212:10 218:5

based 18:10 22:1149:5,19 55:5 72:2073:13 81:15 82:2183:3 84:12 98:2124:4 149:6 193:1,4195:24 204:16206:21 209:15212:19 227:13

basically 144:21146:4 168:14177:17

basis 49:17 56:1484:10 122:19195:24 201:17206:19 212:4

bausch 16:8 19:2045:16 52:6,11 123:1199:16 200:4208:14,16

bear 158:3,4,11began 221:7begged 194:19beginning 3:12 10:2

10:3 28:14 95:2096:20 116:3 160:23186:7 211:14217:13 218:19

begins 205:17behalf 3:11 10:9,11

10:14,16,18 64:1478:6,11

behavior 16:7,9behest 124:7belief 65:4 74:18

76:11 84:7 124:4187:6

believe 18:7 21:1732:3,5 33:23 34:3,636:23 39:21 50:1353:19 55:24 56:965:5,23 71:6,2073:23 74:3,15 78:20

81:7,20 82:18 86:989:19,23 90:23 91:491:11 92:3 93:794:15 95:6 97:498:22 99:8 100:3,8101:9 105:19 111:5123:22,25 135:20138:10 144:23150:5,10,11 156:22158:7 164:12169:16 182:19,25184:15 193:17195:25 203:5 204:7204:9 206:8,19207:14,19 209:14211:11 213:9220:21,25 224:7227:9 231:8

believed 71:25 72:982:4 204:16 206:17218:13

believes 11:25 33:5197:25 199:2

believing 134:2benchmark 67:21

91:15,23beneficial 7:19benefit 154:15 157:4

210:5,8 215:23benefits 40:20 90:7bernstein 12:15

13:3 14:3,12 36:1160:25 164:7

best 28:20 45:665:23 66:6 68:1278:7 90:23 162:14181:9 205:6 232:10234:5

better 67:25 82:1197:6 104:1 149:9

beyond 40:23 54:1683:6 161:6 174:6175:6

biased 81:8 83:1584:23 85:12,22220:25

[austin.norris - biased]

Page 6


Exhibit 9 Page 229


biassed 121:8bid 27:8 33:19,21,22

33:23 113:9 134:4136:11 147:22164:2,4,6 165:15211:17 219:3,4232:16 233:25

bidder 179:20 180:9184:23

bidders 102:9176:14

big 37:24 97:24bill 74:10billion 26:14,23

27:4,9,21 28:11,16144:16 216:15,20216:22,23 217:1,8218:8

binary 12:6bind 105:19binding 73:13 75:9biographical 73:21bit 65:10 67:25

74:23 158:9 187:15bleph 144:8block 123:19 227:9

233:8board 8:12 63:13,16

63:21 64:12,15,2264:25 65:2,5,6,8,1265:16,20,22 66:3,1667:1 69:1 72:1373:8 74:7,9 75:676:3 79:9,14 82:2286:20 88:12,18102:8,16,21 103:9131:6,7 132:3,9135:11 155:5,10157:21 160:15,19165:2 168:8,21,22169:7,10,11,17,18169:24 173:10,12173:13 175:14,15176:9 177:19,24185:18,19 186:12186:16,16 187:1,10

187:11 189:3200:19 210:15,22219:8 220:11 221:7221:13,21 222:10222:24 224:7 226:6227:15 229:23232:9,23 233:6,13233:20,24 234:4,8

board's 230:17bob 88:4bond 22:19boost 146:9boston 98:6botox 147:7 148:8

217:18bottle 142:8bottom 14:4 60:15

115:25 118:2200:14 217:25221:4 224:18

bouchard 80:8 81:381:8,10,16

bouchard's 80:13bought 45:18 107:3

110:18box 223:25bracket 100:1bradley 191:23bradley's 192:4branded 51:13,25

52:1,16,20 143:10breach 74:16 75:2

221:23 226:17230:17

breaching 95:16230:16

breadth 74:6break 32:10 35:3

69:8 75:24 93:14101:23 126:11141:15 162:15219:10

briefed 12:12briefly 105:24brilliant 148:12

bring 129:2 173:10174:11 177:5

bringing 33:9 58:21broad 85:25 160:4

165:5broadcast 164:20

172:10broadly 25:1 71:6brought 169:24budget 120:7 218:7

219:5built 60:1bullet 134:1burden 79:22business 16:1 19:14

20:10 21:5,8 23:1323:15 30:17 41:2041:24 45:9,10 46:1867:18 87:6 100:21100:23 112:6113:10,22 130:19134:17 136:13152:21 190:11196:23 208:6218:24

businesses 130:16145:6

buy 13:17 20:7 23:846:18 49:22 109:15109:24 111:2,6114:8 117:19,21139:7,15 147:20158:9,12,24 212:21221:10 229:14

buyback 110:9111:18

buybacks 109:23buyer 221:9buying 28:3 41:4buys 160:3bylaws 71:2,11,13

72:22 73:13 76:2,1977:25 78:3,7,1479:22 81:4,5,12,1381:21 82:1,6,14,2382:25 83:4 85:15

86:3,6,8,10 235:2

c

cajole 67:8cal 123:11calculate 25:15,15

154:12california 1:2,15 2:2

3:12 4:8,16 5:11,219:1,13 76:24 159:16163:21 239:2

call 7:21,24 37:1537:21 38:23 57:2157:25 60:11,13,1860:23 76:20 79:4,1980:3,6 82:10 144:21157:19 163:21164:8,16 170:2,10170:11,15,16,24171:9,14,25 196:14221:13

called 40:21 58:1698:13 109:20119:19 125:17,21128:8 129:14156:14 165:2 170:9172:9 175:11

calling 11:22 76:2153:7 162:17

calls 37:14 180:16182:21

calvin 123:4campaign 177:17canada 58:17

159:16capable 42:12 47:1

120:23capacity 187:5capital 5:3 96:23

99:13 104:8,8,8,9,9106:6 107:21,23,23222:15,17,23223:18,19

capre 104:4,17,22104:25 106:15107:16 112:10,13112:22 113:1,4

[biassed - capre]

Page 7


Exhibit 9 Page 230


114:21 117:12,16117:19 118:14,16118:19

caption 9:14care 23:12 121:11career 68:12careful 193:16carefully 147:3

148:5 177:25 191:2229:19

carollory 98:11carter 180:14case 9:14,15 28:6

36:12 78:25 98:6135:4 161:6 166:8186:23 212:24229:23 233:15239:15

cases 98:16 99:1cash 37:5 103:23

112:9 221:8,11226:24 228:5,11230:1

cast 150:19casting 67:12catches 196:25categorically 170:9categories 46:20

49:1category 50:11,20cause 81:12caused 85:11 164:12

219:5causes 73:23 74:14

74:25 85:1 184:14caution 187:19,22cellular 9:20center 4:7central 1:2 2:2century 5:20 174:12ceo 10:6 13:9 16:7

22:12 27:10 37:7,1664:9 65:7,12,2466:7 67:17 68:887:2 119:16 124:15142:1,15 164:23

167:6 195:21 197:6213:23

cernich 220:15,18220:21

certain 114:2127:12 146:16,22214:22

certainly 13:7 29:330:16 55:11 56:959:25 67:3 73:2185:3 107:21 111:11147:2 156:9 158:8177:2 199:14 209:8216:4

certainty 107:22certified 3:14 239:1

239:3certify 239:4,17cfo 116:24 154:11

155:21 156:17157:1 215:17

chain 8:10 115:25118:1

chairman 10:622:12 64:8 65:7,1365:25 66:7 67:1768:8 119:16 164:23167:6 169:7,16

challenged 219:7chance 233:15chancellor 80:8,13

81:3,8,10,15change 55:6,14,25

105:16 146:4216:13

changed 106:11155:15 175:10

changes 7:18 62:11chaperones 140:4characterization

113:15 126:15139:5

characterize 138:23chart 195:24 199:3charts 187:25 188:4

190:13,15

check 32:12checked 95:25 97:6chief 123:2china 51:25 52:11choice 124:7choking 81:5,12chose 151:22 182:13chosen 126:22chris 220:15,18circulating 221:7circumstances

36:21 64:17,24cite 150:23city 9:12 238:9clarification 11:25clarify 223:4clause 167:10clauses 85:5clear 19:13 30:9

37:3 41:25 53:13,1671:16 93:12 96:1996:22 97:12,21,25101:2 106:18 107:8126:18 140:24145:5 146:21147:16 149:6153:24 154:8184:20 188:2189:17 201:19203:7 209:5 235:14

clearer 177:21clearly 16:21 59:1

92:10 149:11164:24 195:23

client 8:14 21:1234:9 85:4 96:7128:20 138:13162:21 163:24172:22 174:10177:11 178:13179:8 180:1,18225:11

clients 161:9close 144:16 175:10

184:5 197:2 212:12212:15

closed 110:15closely 85:9closer 68:1closing 236:6clr 1:21 3:14 239:25cnbc 163:25 164:20

172:9code 116:16coincidence 123:22

123:23,25 151:21152:4,7

colloquy 101:19combination 161:1combined 216:1

217:1come 33:13 59:3

96:11 108:16 209:1comes 84:8 207:23

217:25comfortable 22:14

22:18 33:8 106:12106:13 108:1110:12,13 123:6153:2

coming 47:17 63:8commence 43:10commencing 45:1comment 29:2 36:2

61:6,12 127:13136:6 163:22 212:7214:16

commentary 226:12comments 58:10

60:12 101:1 106:22150:4,5 151:7201:18

commit 95:11commitment 153:25committed 217:11committee 65:1

155:18committees 22:17

64:22communicated

93:19 94:16,18 96:3223:17

[capre - communicated]

Page 8


Exhibit 9 Page 231


communicating169:18

communication78:11 170:2 172:23172:24

communications80:12 106:1 176:24177:1,11 180:1

community 30:2430:25 37:8,10 53:1972:6 89:16 110:11188:1 193:21 202:8

companies 16:5,1416:16 17:24 19:1548:20,25 50:1064:21 81:20,2582:10,15 83:1,12165:25 188:12

company 13:24 16:817:22 24:2 27:14,1928:2,3 30:14 33:1933:23 34:12,1836:13,21 56:1257:11 58:16 61:1564:9,10 66:6 68:268:10,16 71:1874:19 83:5 87:1289:20 93:13 100:24101:1 102:11104:11 110:7 120:5124:15 129:25149:9 150:15,16,17150:18 154:4,5156:1 175:17186:11,25 187:7,12188:9 196:22201:18 202:3,13,17202:25 203:9 205:6209:16,20 211:15212:18 222:25228:11 229:11230:2

company's 21:5222:5

comparable 58:6207:1,1

comparative 82:1583:1

comparator 214:18compare 137:10,16

141:1compared 137:24comparison 152:5compelling 90:7,12

102:19 103:7,25compensation 35:15

35:16,17 68:6155:18

competition 130:13competitor 124:17competitors 46:25

136:14complained 122:16complaining 109:10

126:17complaint 124:5

173:23 174:3 177:6178:2 181:2,4,14,19182:8,11,17 184:2184:22

complete 80:2194:19

completed 232:19234:10

completely 16:249:2 53:1 89:18107:14 126:16141:8 150:9 181:16214:9

completes 186:4completion 234:16

239:15compliance 174:13complimentary

106:20 121:2,6124:16 125:14

compliments 124:25comply 166:23

167:1,6,19compound 128:25compute 207:5

concede 208:21concern 84:4,22

85:11 114:5 120:5205:4 222:9,24226:4 230:16

concerned 75:1concerns 75:4conclude 224:23concluded 82:13

237:7conclusion 15:3

16:2 42:9 49:1754:9,14 55:4 77:2282:24 84:11 85:1786:9,12 138:25180:16 211:24224:4,15

conclusions 53:2,1685:25 86:1 226:10

concrete 63:21216:7

condition 140:13,20conduct 204:17

231:10conducted 74:12,13

177:18 188:25conducting 56:8

123:6conference 40:13

111:15 200:21conferences 37:18

37:23confidence 213:20

213:22confidences 180:18confident 193:18confidential 1:12

3:8 96:6,11 101:21101:24 105:6,11,15105:21,22 106:8108:13,14,21112:12 114:20117:23 131:12132:25 133:2152:23 153:3228:14,25 236:12

confidentiality95:10

conflict 67:11,1469:2

confused 94:1145:15

confusing 12:6congress 54:20connections 160:4consent 233:3consents 77:18consequence 68:25consequences

121:22,22 183:6consider 65:6 72:5

157:18considerable 19:19consideration 41:21

135:14 194:7195:20 221:12228:19

considerations132:17

considered 15:23considering 71:13

81:14 85:20 112:6,8152:10 155:1,11157:8

consistent 153:1231:8

constantly 87:2216:13

constraint 33:12constructive 202:4,7

202:10consulting 46:11

55:9consumer 148:11consumers 146:5consummate 95:7consummated

150:15contact 185:24contacted 99:2

119:15,24 120:2,9126:11 136:3 138:9

[communicating - contacted]

Page 9


Exhibit 9 Page 232


231:17contacts 169:23contained 238:5contemplate 19:5contemplated 40:19

217:12contemplation

15:22contended 82:1content 223:8contents 174:21

175:3 190:21192:16 193:10

context 29:5 32:1560:1 113:6 118:11118:24,25 119:5143:21 144:13150:3,5 159:22161:11 206:25

continue 38:20128:17 149:8

continued 5:1 6:18:1

contradictory137:25

contrary 152:20controller 210:6

215:17controls 147:9conversation 82:18

168:15 169:5 170:5171:3,19 193:23

conversations 9:2055:12 98:3 182:24185:21 194:1212:20 229:6

conviction 139:7,15convinced 220:12cooperate 33:13cooperative 162:9copy 121:14 131:9

131:13 191:23corporate 222:9

226:5corporation 74:20

210:18,20

corporation's 64:15correct 14:1 20:17

25:1 31:4 33:2536:4 37:11 40:1943:15,23,25 44:347:7 48:16 50:753:9,21 56:1,1758:5,24 59:7 62:2263:11,19,23 65:972:19,24 73:1177:10,15,20 78:480:10 81:23 85:1989:3 100:14,17104:19 109:4111:20,24 116:18125:10 126:14127:8 128:6 129:15130:19 131:24,25132:13,22 133:14133:19 134:18137:5 142:7,9,23,23145:16 158:13169:8,14 182:6186:14 187:13194:15 196:1 197:8201:4 203:23 204:1205:21 209:23210:18 214:11,25215:11,11,15218:22 223:7225:15 227:24234:6,11,25 235:5238:6

corrected 238:6corrections 238:3correlation 160:2corroboration

127:20cosmetic 147:8

148:9cosmo 221:14cost 26:14 48:1

149:15 150:1,19costa 4:8costs 26:23 27:21

counsel 9:9 11:19,2412:4,12 17:6 33:235:2 39:11 80:1195:25 119:13128:20 152:19162:8 164:25174:18 183:11185:2,22 186:23

count 63:13counter 198:8counteractions 1:11counterclaim 2:24counterclaimants

2:16couple 45:17 51:18

56:23 58:22 69:891:9 99:11,18141:16 143:10160:24 165:19166:6 228:7

course 11:12 12:1817:23 20:9 46:1847:22 53:1,12 56:1156:12 57:2 61:1966:3,9 68:13 82:1084:15 100:21 101:4103:21 111:9 112:5122:21 136:12142:17 155:8 160:1163:4 167:17177:11 178:1,13179:6,25 182:23186:17 188:9,12,14204:3,12 206:2209:16 212:8

court 1:1 2:1 9:811:18 40:21 105:18174:3 235:3

cover 13:24 18:224:23 87:19 114:9212:4

coverage 160:4covered 24:2 58:15

71:10 119:14226:13

covering 57:5creating 227:11

229:8 230:8creation 205:2credibility 193:14

197:14criminal 151:2criminally 151:8,13

151:21 152:4critical 23:14 79:2

85:15 115:10119:17,25 120:14120:16,22 123:14127:6,16 159:3204:22

criticism 195:16202:7,10 204:11217:22

criticisms 107:10196:7 202:5 204:25205:1

criticize 119:8193:16 214:23215:2

criticized 142:21193:17 217:16

criticizes 225:21criticizing 208:24critique 189:25critiqued 190:20critiques 190:10crl 197:15,18cromwell 5:17 10:14crossed 128:18crystal 147:16csr 1:22 239:25cuff 105:13culminated 178:2current 25:13 34:25

41:20,23 50:8,1366:7 93:15 102:20103:8 157:17 203:9228:18

currently 35:1141:21 54:12 56:2066:2 67:20 82:22

[contacted - currently]

Page 10


Exhibit 9 Page 233


157:24 212:2cut 48:20 218:7

219:5cuts 217:18cutting 63:5 149:15

150:1cv 1:6 2:7 9:16cyclosporine 38:19

d

d 2:22 4:5 61:2162:19 63:18 120:7121:3,6 122:23123:7 217:12,18,23218:2,7 219:5

daily 122:19 213:9dare 215:1data 46:19 49:19,20

49:22 53:14 73:21142:23 145:4 199:4200:4 206:23209:17

date 13:20 15:1918:24 165:10 194:4203:14 216:22239:20

dated 7:14,16 8:824:10 29:11 77:9172:24 185:17195:4 239:23

daughters 154:2david 1:14 2:17 3:10

7:4 9:6 10:6 11:388:2,3 108:4 117:2118:9 119:2 157:23173:11 175:13186:20 195:2,4238:1,15

day 13:23 34:6117:7,9 154:6,9172:11 190:24191:3 193:25,25195:21 198:4 205:2220:13 238:7

days 13:18 51:18100:23 165:19166:6 181:18

212:25 222:4236:18

deal 37:7 38:21 69:270:9 116:7

dealing 43:12 63:24132:11 220:22

deborah 2:18debt 19:19,23 22:17

22:19 107:10150:17

decade 22:11 137:21december 69:18

70:18 71:9,22 72:272:8,10 73:1 76:876:13,22 77:18 80:580:7 166:16 167:25168:5 180:24 183:9210:22,23 223:2224:10 225:22227:15,18,25 228:6228:10 229:23230:19 231:1,12,21234:13,23 235:8

decide 194:8 195:21217:14

decided 121:21decision 105:13

155:9 175:13 178:8195:23 198:4 215:8234:4

deck 22:4,6 136:21136:25 137:3,10,15137:16 141:1189:13 192:8,11,14192:16,25 193:10193:13,24 194:14195:5 196:16 198:1198:11 200:3214:11

decks 21:19,22189:14 190:10,19195:15 196:7209:13 217:7

declare 238:1decline 46:8 49:9,12

49:18

declined 200:6221:8

deeper 183:11deeply 139:22defeat 133:17defend 173:4defendant 5:16defendants 1:9 2:10

2:24 3:11 5:3 9:1010:16

defending 113:9defer 196:14define 48:21 50:10

50:12definitely 35:25

63:8 81:14 121:11229:10

definition 47:2349:5 105:12 157:22

degree 15:9 16:1585:3 213:19,22,25

delaware 76:23 80:981:3 227:14 229:22235:3

delete 196:17deliberated 177:25deliver 189:7demand 143:17dependability 214:1depends 49:15deploy 227:10deponent 7:3 10:6

11:1 12:3,8 15:717:18 19:12 27:2530:4 32:17,23 41:1041:13,17 42:8 44:944:16 45:5 50:1952:5,23 53:7,1054:1 60:19,24 63:164:8 66:2 69:674:18 76:10 80:2180:24 83:25 93:2594:9 95:15 96:16101:12 105:6 106:3106:13 108:5,10,14112:13 113:14

114:17 115:14124:20 125:4,7127:10 129:20,22131:11,15,17,19134:20 142:7145:14,18 148:1150:14 151:25152:7 153:4,22170:18 171:7175:23 176:8,18177:15 178:16180:3,20 185:15187:5,24 188:21,24189:9 190:5 191:8201:24 207:11211:23 214:16215:21 224:14228:15,21 229:1230:4 232:21233:12,23 234:20235:11,17,19

deposed 11:13 66:10deposition 1:14 3:10

7:10 8:2 9:6,1110:21 11:17 12:2217:11 24:6,18,2229:7 30:15 31:939:14 57:17 60:7,1862:25 69:24 77:3,586:14,16 112:16115:20,22 131:3160:23 172:17,19191:16,18 194:23200:9 205:10218:20 219:19237:4,6 239:14

depositions 185:23depth 15:25 16:17

17:13derivatives 163:19

179:1dermatitis 45:20dermatology 16:12

45:11,14 52:25145:7 148:16

[currently - dermatology]

Page 11


Exhibit 9 Page 234


describe 187:22described 85:2

213:6 217:9describes 139:6describing 218:13designate 108:22designation 106:8

108:17 236:13designed 232:7despite 202:13destroyed 121:15detail 46:5 189:21

191:13 210:3detailed 137:17

138:18 166:2171:13 179:15

details 23:1 35:2542:25 207:21 209:1210:1

determination15:14 64:13 86:2

determine 15:12,2017:21 27:13 28:1233:25

detriment 76:17develop 48:2,7development 142:18

196:23device 54:11 70:24different 21:11,11

28:10,19 30:1934:23 39:2,8 48:2048:21,25,25 49:2,2353:1 74:23 77:2282:8 87:10 89:15,1694:21 97:20 104:7105:16 110:8 115:2138:4 141:8 151:4154:19,19 159:23177:3 188:8,14208:12 212:19214:10 225:24

differentiate 92:1191:13

differently 49:3

difficult 130:24161:10 184:11209:2

difficulty 48:2499:14 114:6

dig 153:5 183:11digit 52:7diligence 215:9

218:2direct 90:10 138:2

147:7 148:24 170:1directed 93:10 94:9

122:2directing 90:17

124:23direction 36:6 101:2

120:24 121:21126:10 127:18186:1 239:11

directly 18:9 19:4130:16 173:12225:10 234:16,19

director 66:9,1274:18 168:23 169:1169:3 192:2

directors 66:3,567:9 70:22 71:572:13,18,21,23 73:373:24 74:9,15 75:186:20 102:16166:16 168:17,24186:16,18 221:23224:22 225:6229:24 232:23233:3,25 235:4

disagree 79:1687:14 91:7 92:17113:15 115:15121:4 123:9,11,12136:6 194:19 211:7226:9,13

disagreed 66:15,2582:4

disagreement 87:16106:10

disagreements 67:2disappoint 199:22

199:24disappointing

199:12disappointment

90:16discarded 174:7discern 179:8discharge 209:8

233:13discharging 67:9disclose 171:17

177:10 178:12,14179:24 180:17

disclosed 56:7 96:6111:14

disclosure 114:12154:21 193:20

disclosures 209:6214:20

discouraged 169:17169:20

discovered 141:25142:13,18

discovery 142:2discredit 90:24 91:5discrediting 90:18discretion 126:22discuss 41:20 65:1

113:1,5 194:2228:18 229:4

discussed 28:2429:3 35:25 72:2591:1 107:9 114:14117:23 168:21171:16 194:18

discussing 106:25133:16

discussion 37:138:14 57:1,8,1460:4 65:20 77:2478:16 100:24 113:6114:21 125:8152:11 155:9168:24 169:10

173:10 175:14226:11 227:2

discussions 15:9,2238:10 69:1 73:488:24 90:2 93:4,893:20 94:6 109:18109:19 112:21117:15 134:15166:14,18,21,24,25167:8 173:13178:13 193:15220:3,7 231:4

disk 95:21 186:4,8237:3

dislike 201:11,15204:18 205:5

disliked 23:17dismissing 161:6disrupt 70:20distance 201:1distasteful 153:4distinction 185:13

204:24distinctions 148:12distinguished

185:10distributed 206:1district 1:1,2,3 2:1,2

2:3divested 45:13dividend 226:1doc 1:7 2:8docs 201:6doctor 147:7doctors 119:7,15,17

119:25 120:9 126:3126:5,11 127:6146:13,17,23147:18,20 148:8

document 13:6 15:622:10 24:13,1769:20 70:3,12 85:7132:6 222:21

documents 31:17108:19 165:21166:2 185:23

[describe - documents]

Page 12


Exhibit 9 Page 235


doing 31:22 34:935:22 37:12 41:642:6 43:6 68:1387:6,11 108:17110:8 117:2,9,22118:9 119:3 139:24141:1 150:12 162:7162:8,14 187:16189:22,22 191:5,10213:11 226:24

dollar 146:3dollars 22:22 23:7

111:3 213:12domain 209:18double 52:7 93:23

201:6,20 204:9doubled 107:4doubt 66:17 112:23

175:12dow 47:13dozen 13:24 97:22dozens 47:3 126:3

126:11 215:13draft 38:17dramatically 212:17

212:19draw 60:11 85:24drawing 75:25drive 4:7 57:9driven 84:9 145:7drop 110:10 113:11

119:3drops 211:5drug 40:21 142:18dsm 99:24 100:4due 203:2 213:10

218:2duly 239:8dunsire 2:18duties 74:16 75:3

211:12 224:8 231:9231:14

duty 102:22 103:10124:22 135:11213:16 221:24222:25 224:24

225:7 231:15233:13

e

e 5:18 7:14,16 8:108:16,18,20 24:9,2324:25 29:11 93:3115:25 116:1,10,20117:25 118:1,22120:4 126:17191:22 192:7 195:2195:3,8,10,11196:11,18 200:12200:15,23 202:9236:6

e.v.p. 120:11earlier 37:1 57:1

91:24 104:2 106:25110:3 127:2 137:19160:10 164:19196:6,6 206:23207:2 208:13 221:2

early 13:22 31:563:9 87:9,16 111:14142:13,19 152:12155:3,14 162:7163:20 170:13173:9 174:11 194:1194:5 201:21

earned 106:21 109:7earning 25:2,12

207:23earnings 7:21,24

25:7,13,14 34:22,2537:14,15,21 57:2157:24 60:10,23114:2 149:9 199:11199:21 207:20212:9 215:4 219:2,6

earth 109:20ease 69:19 70:10east 5:20easy 207:4,5ebitda 110:10economics 145:20edge 223:16

editing 136:25editor 121:18,19,20

121:24 122:11,15124:3

edward 5:18 10:13edwards 112:21

116:19,23 117:8,16118:7,13,19 119:2152:9 155:11 157:2164:24

effect 143:4effective 67:17effectively 89:20

107:4eight 66:4 70:5,12

70:19 71:8eighth 71:15either 42:8 48:6

49:7 89:17 145:13168:13 190:16

elaborate 119:10elect 73:8election 54:24element 83:16elements 174:6elidel 45:19,25 46:2

46:7,9,23ellis 5:6 10:15,18embark 224:24

225:7embedded 224:16eminently 47:1employee 148:23

239:18employees 188:19enable 233:24enables 209:8encourage 88:25

119:20 177:18195:18 226:24227:6

encouraged 114:11197:5 227:10229:17

encouraging 229:11230:25

endeavored 182:1ended 117:22 153:9endorsing 141:3ends 96:13engage 71:3 75:6,11

89:1,9,24 90:12,1392:19 93:4,7,1094:10 95:3 109:1167:7,18 168:3177:20 210:24221:21 225:25229:8,24

engaged 133:7173:3,21 177:6183:1 211:2 223:1224:9

engagement 116:3179:7

engaging 98:2399:10 100:8 162:22166:24 173:14225:1,8

enjoined 183:8enjoys 149:5enterprise 39:22

113:22entire 236:11entirely 39:2entirety 47:7 82:19

84:8entities 30:22

158:14 223:6entitled 21:19 33:14

126:9 129:25136:25 138:14152:23,25 154:20157:13 211:9

entitlement 28:17entity 53:8 84:13

158:11 216:2eps 26:17equity 19:22 37:5

135:15ernst 188:15erroneous 16:2

230:22

[doing - erroneous]

Page 13


Exhibit 9 Page 236


erroneously 161:6especially 145:4

168:25essence 180:23

215:22essentially 61:14

68:4,20 118:2130:15 147:20176:14 213:18

estimate 25:7 26:2247:20 48:22 62:9,15143:6

estimated 62:20estimates 26:17

216:8et 1:4,8 2:5,9 9:15europe 156:15evaluate 64:22 65:2

169:13evaluating 44:13

136:18event 40:5,11 84:9events 177:16everybody 83:10

227:17evidence 113:13

115:13 124:19ex 49:16exact 83:4 85:5,5exactly 20:4 32:9

85:10 97:1,4,18165:1 171:16172:15 179:15

examination 7:311:7

examined 11:4139:22

example 16:9 99:16120:10 147:12229:11

examples 96:22145:1

excellent 21:17exception 99:5exceptional 57:10

57:10

exceptions 99:11excerpt 80:17excerpts 80:16

222:14 224:3230:21

excess 203:9 216:20exchange 206:23exchanges 59:20excited 47:18excluding 49:1exclusively 64:14excuse 101:10

112:11execute 92:7,15executed 111:18

238:7execution 232:12executive 162:7

168:25 186:19executives 123:18

124:1,24 126:10127:5,11 151:3,8,13151:20 152:3

exercise 34:18224:23

exercised 22:22 23:734:14 211:11

exhibit 7:12,14,167:18,21,24 8:4,6,88:10,12,14,16,18,208:22,24 12:21,2424:4,5 29:6 31:8,1257:12,16 60:6 69:2370:10 77:2,4 86:1486:15 114:14115:18,20,21 131:2132:25 172:18184:2 191:16,17,22194:22 200:8 205:9219:17,18

exhibits 7:9 8:1exited 107:6expect 25:10 56:22

123:8 181:7expectation 115:10

expectations 34:25214:9

expected 34:1346:24 62:12,20

expecting 212:8expense 57:6 62:5expenses 58:2 59:23

218:10experience 74:6

183:10 231:14experienced 67:6

70:22expert 55:8 211:20

235:15expertise 44:17 83:6experts 181:10expire 34:13 40:8explain 16:3 32:21

32:22 38:20 42:1453:23 78:6 106:4113:23 161:7201:20 212:1

explained 110:2explanation 12:7

110:4 111:1explicit 97:8explicitly 107:13explore 130:25explored 102:24

103:12express 120:17

193:9 231:5expressed 66:5 79:5

231:7expresses 197:3expressing 120:5

222:7 227:3,3extensive 24:3extent 41:18,22

65:21 105:15 106:9119:14 177:9178:11 180:16187:20 189:6236:18

extract 17:24

extracting 28:16extreme 143:16

144:19extremely 16:12

30:19 34:19 152:14152:15,17 173:16202:14 232:15

eye 120:12 121:11

f

fabulous 197:8face 102:20 103:7fact 18:5,13,22

19:21 23:6 27:832:17 46:10 49:8,1351:21 54:13 56:6,1858:16 64:12 68:2473:1 78:5 79:6 80:281:18 82:4,13 85:886:10 90:21 102:19109:22 110:12112:25 117:15120:25 121:13123:1 124:3 126:2,9133:22 134:15146:12 147:9150:23 151:20152:3 154:9 164:18166:23 170:1 182:8182:15 199:18202:21 207:23212:22 213:3,3,7214:12 217:16

factor 19:17factors 133:20factory 49:16facts 53:22 54:8

75:4 103:23 113:13115:13 124:19125:25 178:5193:18

failed 102:21 103:9fails 210:25fair 13:8 15:24

23:10 29:24 30:7,830:23 35:23 36:1539:16 46:21 48:7

[erroneously - fair]

Page 14


Exhibit 9 Page 237


53:18 54:6 56:1457:4 59:19 63:2564:3 66:14 68:1177:16 79:1 83:1286:1,12 87:3 98:2099:7 113:17 122:16122:18 124:5,8125:10 128:22134:22 175:19176:1 179:3,18180:7 183:14,20194:11 201:10,14202:6 203:18204:17,20 208:8214:5 215:10 217:5220:21 224:5225:20 230:21

fairly 34:6 37:938:12 88:6 95:1104:13,17 178:24230:15

faith 89:1 90:1226:17

fall 37:2 38:21falling 134:10falls 105:10false 123:16 135:24

136:4,6 138:7,11198:9 199:2 207:8207:18,19

familiar 21:16 45:1188:1,6 232:2

family 152:14,15,17152:20 153:5,13,25

far 82:14,25 103:23107:5 120:25133:24 134:8149:13 213:12222:20 223:24

farman 116:1,2fath 87:23favor 31:1 78:18

84:23 166:24 167:7230:1 233:7,7

fcc 174:13

fda 38:17 40:3,4197:24

feasible 111:1,4february 7:14,16

12:14 13:2,22 15:815:19,24 16:15 18:518:6,13,17 19:1,820:1,12 23:12,2324:11 28:21,2229:12,25 30:9,2431:5,5,16,23 32:3,534:2 35:20 36:7,1036:16 40:15 149:17163:13 164:11218:20

fed 125:24federal 174:3 181:2

239:14fee 83:21 84:14,16feed 216:5feedback 71:14

81:16 82:21 149:7feeding 125:21,22feel 22:18 127:12fees 84:20fend 146:19,25

211:12fended 213:19fending 147:21fidelity 97:17,23,25fiduciaries 135:17

169:12fiduciary 74:16 75:2

124:22 135:11205:6 210:15,17,19211:12 213:16221:23 222:25224:8,24 225:7230:17 231:9,14,15233:13

field 217:4,4,6fields 120:6fight 136:10figueroa 5:10file 178:9 192:11

195:3 198:21

filed 174:3 178:3179:12 181:2,4,13181:20 182:7,16184:1 192:14,17,20198:9,12,14,19199:1,7 200:3

filing 8:4 69:20173:22 179:14,17198:16

filings 44:20,2356:19 184:6

final 155:9 231:24236:18

finalized 192:25205:23

finalizing 136:25finally 213:8finance 156:3,20

192:3financial 21:2

138:19 140:13,20141:3 166:15215:13,17

financially 9:24239:17

financials 138:24139:23

financing 156:5find 23:21 172:15

183:7 188:17 190:2196:13 201:22,22204:13 230:8

fine 54:1 55:20105:21 108:17114:23 187:21201:23,24 228:16

finish 122:12 123:24198:22

finished 137:3,15185:3

fire 202:22fired 121:1firm 43:14,22,24

55:9 81:24 87:21173:11 188:2,16191:5,10 231:13

firms 44:2,12,1258:15 78:5,8 84:997:21 98:11,15100:22 183:21218:17

first 21:9 25:19,2226:8 32:17 33:2240:5,7 57:22 72:1288:15 89:23,24,2590:3 93:2,15 94:1094:17 99:1 102:4111:23 115:14118:1 128:11 134:1154:25 155:4163:17 164:15,22167:9 174:24196:10 202:2,4205:16 221:4 225:1225:8,19 230:23

fiscal 56:10fit 18:8 30:22five 35:15 40:6,7

59:21 69:9 75:1576:1 83:21 86:2188:6 97:7,9,9,15102:5 144:10158:19 208:23236:18

flag 79:11fleet 204:13floor 4:7florida 96:24fml 143:25 144:4focus 59:22 134:6

227:12 230:11focusing 230:12folks 159:1follow 11:24 33:3

64:19 78:10 89:1392:24 94:13,22107:25 108:18119:12,13,23 164:5202:2

followed 13:16 91:2163:24

[fair - followed]

Page 15


Exhibit 9 Page 238


following 181:18follows 11:5 17:11foot 201:1force 146:13,17,23

147:18forced 202:22foregoing 238:2

239:5,7,11,13foreign 150:1forensic 44:4 188:13foreseen 155:19

165:14forgot 110:14forgotten 160:11form 7:19 15:5

19:11 27:23 30:331:14 44:15 45:350:18 52:4,21 53:664:7 66:1 69:574:17 76:9 83:2394:8 113:12 115:12119:9 124:6,18125:1 127:9,17129:19 134:19147:24 151:23152:6 170:17 171:5175:22 176:16179:22 180:15184:17 187:2188:20 190:3 191:1208:1 211:18,23214:15 215:20224:12 232:20233:11,21 234:18235:10

forma 26:9formally 64:13formed 171:10former 188:19forte 144:4forth 239:6fortune 109:7forward 54:18

106:7 112:16,18198:5 207:20233:19

forwarding 29:15found 139:23

185:24four 47:15 54:25

75:15,25 88:6 143:7224:6 230:14,21236:18

fourth 3:11 9:1258:3 70:2 90:15208:15

fractionally 59:12frame 218:25

229:13franchise 70:21francisco 4:16 96:23frank 160:5 165:8frankly 184:5frequently 99:12friday 1:16 3:13 9:1

195:4 196:5friendly 201:17friends 213:14front 29:10 47:1

69:19 70:6 80:8101:9 131:6 134:22182:10 183:20193:21 206:4

fruitful 177:22fti 43:20 44:7,9

187:18,20 188:6,12188:17,25 189:16190:1 191:13

full 13:21 26:15,2427:4,22 61:13 62:862:21 102:4 110:14183:20 193:20209:9,10

fully 102:23 103:11113:16 210:12

fund 2:14 5:4funding 26:13funds 83:20 84:8

135:18further 133:10

206:10 207:16212:15 230:11

232:7 236:4 239:13239:17

future 108:22119:22 120:18

g

g 143:13gaap 58:1gain 205:19gal 12:16 13:3,10

14:1,12,18,23 15:918:6,18 19:7 23:1123:16

gal's 15:2,16gallagher 2:19

24:10,23 66:12,1566:18 77:13 78:181:19 155:6 168:23186:19 220:19236:16

game 53:14gap 104:3gauge 114:7gauging 27:1general 43:4 58:1

120:19 156:20164:25 166:18,21172:24 178:18,18179:4 181:24 224:3

generalities 165:25229:6 230:6

generally 52:15 71:187:5 172:12 175:8176:2 227:16228:20 230:20232:5

generic 38:18,18107:1 110:5

generics 50:2351:13,25 52:1,16,20143:10

getting 94:1 145:15gilbert 23:24 24:1

24:12 26:3 28:2229:11,19

gilbert's 26:22

giroux 88:2give 10:24 11:21

12:8 16:21 21:1723:1 33:6 39:1744:16 46:6 47:2048:22 49:4 61:1298:7 99:16 100:9,18115:9 118:25120:10 140:1152:13 153:22187:10 195:19231:13 232:9235:21

given 16:4 40:1 61:879:8 103:7 111:5113:5 118:16127:17,18 129:7142:17 152:25154:19 162:6182:12 195:9,15196:6 199:15201:17 226:11239:12

giving 15:7 102:19161:13 187:23

glass 85:14,22 86:9global 29:16go 9:18 13:22 20:15

42:13 47:25 55:259:4 70:2 75:14,1783:24 98:12 101:10103:6 114:19117:16,25 125:3,5128:24 129:1,18,21133:3 142:2 144:25146:2 150:13151:24,24 158:4160:18 163:2,10171:6 176:7 185:13198:5 211:22223:13 235:9

goal 27:9 28:15113:16 129:22147:13

goals 112:22 129:17

[following - goals]

Page 16


Exhibit 9 Page 239


god 10:25 145:15goes 150:18 183:18

193:18 198:16211:15 214:6221:18 227:1 230:7

going 14:3 17:232:11 35:4 37:139:8,11 42:19 45:853:25 54:3 55:657:23 58:10 62:1067:10 69:10,1675:18 91:9 92:2493:14 94:13,2295:17 101:13 106:7106:16 108:1,16111:8 112:10,16,18128:17 140:1141:19 147:18159:2 163:5 177:21185:21 186:5 206:3208:5 214:22219:12 223:11231:23 233:19237:4

goldman 20:20 21:121:6,14,18,25 22:522:21 23:4,7 43:1760:12 61:3 132:10134:16 136:8,16,17137:5,10,14,20,24138:17 139:6,14,21140:12,19,21,23165:18,20 166:7171:21 188:7,8190:17,21 192:22192:23 193:5

golf 204:11good 9:4 11:9,10

16:13 18:8 24:1430:21 51:23 58:1969:7 87:20,20 89:190:1 103:23 111:22114:15 149:2 171:1175:15 193:20197:2 199:14 237:1

gotten 94:24,25153:21

governance 86:5,798:19 175:15 226:5

government 222:9gp 5:4gradually 59:2grave 120:5great 56:13 67:7

68:10 96:16 197:7202:20 213:4214:25

greater 57:3greg 23:24grossly 121:4ground 226:14grounds 95:10

102:9groundwork 160:15group 67:6 87:19

104:7,8 182:1growing 61:15

222:8 226:4growth 19:14 30:18

46:2,6,9,14,22 47:247:5,21,24 49:9,1049:14,18 51:2,6,1251:15,21,23,2452:10,15,18,19 53:553:10 57:10,11145:6 146:3 206:11207:17,24 208:5,7210:7 214:13 215:5

guardian 104:9107:23

guess 20:8 60:20156:18 170:8

guessing 53:14guidance 38:17guidelines 11:18gulfstream 201:2gulfstreams 204:13guys 42:18 95:13

h

half 62:23 63:1,2109:24 164:20

hand 10:22 25:2226:15

hanging 117:6,9happened 121:20

172:16 227:16happens 210:21,23happily 103:21happy 68:3 209:6

213:23hard 29:21 150:19harm 71:6 72:5harmed 70:17 71:20

71:25 72:9 76:7,11hate 105:13head 63:13 148:16

148:20hear 171:23 229:18heard 81:6,10 114:8

159:6hearing 80:8,14hedge 84:8held 9:11 37:16

57:14 60:4 165:4212:23

help 10:25 130:7146:19,25 200:1

helpful 105:3 108:5henri 2:22hereto 12:23 24:7

29:8 31:10 57:1860:8 69:25 77:686:17 115:23 131:4172:20 191:19194:24 200:10205:11 219:20238:5

hesitant 36:24hesitate 18:14,18

19:1,9 20:2,13high 41:5 61:9,18,22

62:16 148:13180:21 181:5 198:1198:18,25 202:6,11

202:19 213:19,22213:25

higher 59:24 114:4134:3 204:5 211:9230:7

highest 181:23183:6

highlights 13:12highly 1:12 3:8

67:16 85:15 96:6,10101:20,21,24 105:6105:11,14,21 106:6106:8 108:13,14,21112:12 114:20117:23 124:14132:24 133:1152:22 153:3 161:7196:1 228:13,25236:11

hindman 29:11,19112:24 155:19,24156:6 157:7 159:19164:25 171:21

hindman's 155:20156:16

hinds 156:14hindsight 157:4hinges 216:10hire 183:11hired 21:6 43:13,16

43:20,24 44:1 116:7136:10,16 137:11137:18 181:9186:12 187:15218:1

historical 16:8200:4

historically 109:5201:16

history 16:22 17:25hit 197:14hitherto 179:7hold 35:11 41:12,12

72:4 80:4 97:12131:13 189:5

[god - hold]

Page 17


Exhibit 9 Page 240


holder 225:14holders 22:19

210:20holding 87:1 95:1holes 215:1holscher 5:7 7:5

10:17,17 11:8 12:1012:20,24 13:1 15:1518:4 19:24 24:4,827:23 28:9 29:930:6 31:11,13 32:2433:8,11 35:2,9 39:741:18,25 42:4,10,1742:24 44:11,18 45:751:1 52:9 53:3,9,1753:25 54:3,5,6,755:20,21 57:12,1960:9,20 61:1 63:364:11 66:11 67:2369:7,15 70:1 74:2275:23 76:14 77:1,781:1 84:2 86:1894:2,12 95:13,2396:14 97:2 101:22102:2 105:8,25106:7,14 108:7,16108:24 112:15,20113:20 114:23115:1,17,24 124:13124:21 125:12127:22 129:3,5,7,11129:12 130:3 131:5131:20,21 132:8133:4 135:1 140:5141:15,18,24142:11 145:16,19148:6 150:22 152:2152:8 153:17,21154:13 162:4,5,15163:5,10,12 170:22171:11 172:21175:22,24 176:11176:22 178:4,21179:22 180:6 181:1184:19 185:20186:10 187:8 188:5

189:1,11 190:8191:9,20 195:1200:11 201:13202:1 205:12207:12 208:3,20213:1 214:21215:24 219:10,17219:21 223:9,10224:17 228:16,25229:20 230:10233:1,16,21 234:2234:21 235:21236:3,15,21,23,25

holscher's 177:13178:11 180:2,19

hope 133:18 135:8139:25 153:12

horse 81:5,12hour 164:20house 21:23huge 106:24huh 58:12 61:24

76:25 102:13116:15 117:14133:8 146:11 168:4184:25 187:17203:1 205:15234:14

hundred 216:24hundreds 120:3

126:22 174:7hurt 193:13hwang 116:20hypocritical 204:10

204:14hypothetical 15:11

37:4 38:14 141:6161:1 164:8 211:8211:10,19 212:5215:7 235:12

hypothetically211:21 235:13

hypotheticals235:16

i

idea 46:1 50:1588:23 118:11138:14 139:16236:17

identification 12:2224:6 29:7 31:957:17 60:7 69:2477:5 86:16 115:22131:3 172:19191:18 194:23200:9 205:10219:19

identify 20:11 96:297:3

illegal 111:11 140:1140:6,11,18 161:11161:16 162:18,22184:24

illegally 76:17imagine 18:10 61:7

83:5 141:13 173:2173:20 184:11185:16 230:5

imbalance 143:16immaterial 15:13,21immediately 142:14immoral 111:11impact 120:5 127:14

148:4impacted 178:8imperial 197:6importance 119:21important 40:21

49:8 56:18 67:582:9 96:18 168:23180:23 200:5214:19 218:25

importantly 97:17imposed 79:22improper 128:8

129:14 184:24211:20

improvements85:21

improving 71:13ims 46:19 49:19,20

53:13inaccurate 211:25inaudible 99:20

234:20incentive 147:10include 55:19

114:21included 182:17

217:22includes 69:21

167:16including 49:1

50:23income 54:21 83:18

84:7incorrect 121:16,17increase 114:12

142:22 143:25203:24 212:9,13,14212:15 213:10219:7

increased 103:22145:24 209:6 213:7

increases 142:22,25143:1 144:18 146:3

increasing 145:25incredibly 50:24incremental 217:12independent 66:4

149:9 168:17,24169:1,3,12 186:16187:11

independently104:10

index 7:1indicate 88:9 90:5

90:16 104:25106:16 189:16231:18

indicated 23:3,11,2055:22,24 81:1990:22 95:6 172:3224:6 228:3 229:25

[holder - indicated]

Page 18


Exhibit 9 Page 241


indicates 197:25226:3

indicating 33:18indication 50:4individual 83:5

169:17individually 168:12

168:20individuals 67:7

74:2,7 193:7industry 54:11

55:18 56:11 59:2461:19 70:23,23,2474:5 120:19

inference 151:17inferior 74:1,4infinitesimal 47:23influence 85:4inform 155:10informally 95:6information 21:13

40:16 73:23 74:8,1474:25 79:20 95:11115:9 125:10129:24 133:18134:21 135:7,24136:5 137:25 138:6140:11,18 164:2,10174:8 177:10,13178:12,15 179:20179:25 180:9183:20 184:14,16185:7,11,16,24188:3,18 190:2193:20 195:25198:8 209:2,9,12,15215:9,22

informed 151:15152:1 155:6

ingram's 185:18ingredient 142:3initial 177:16initialed 238:4initially 218:6injunction 180:22

ink 238:4innovation 30:19

119:21 120:6,18127:14

input 194:7inside 184:16 185:7

185:16 209:16,20insider 66:4 177:7

178:9 179:19 180:8182:2 183:1,17184:9,13

insight 88:5insights 196:13instance 101:4

229:13institutional 93:16

93:18 94:18,25182:2,21 183:16184:7 226:22 227:4231:6,16

instruct 11:21 17:641:21 177:12178:14 179:24180:17 228:18

instructed 127:23168:8 189:7 190:1

instruction 189:2,6191:7

instructions 11:20230:3

insurance 156:20integrated 208:16integration 156:6intelligent 66:19intelligently 145:3intend 200:21intended 224:4intending 42:2intent 192:10interest 56:13 65:24

66:6 78:7 90:2391:5 104:13 107:17175:21 176:4182:12,15 209:7223:13 232:10234:1,5

interested 9:2436:20 239:18

interesting 66:21214:19

interests 34:1989:18

interference 9:21interfering 205:5internal 98:19

116:10 137:8190:17

internally 22:9111:10 116:17137:1

international 1:82:9,12,13 9:15

interpret 196:24interrupt 17:2 38:25interviews 188:18

188:25 190:6intrinsic 203:8

204:4 210:12introductions 10:3inventories 147:3inventory 146:13

147:21 148:4invest 37:23investigate 128:1,5investment 20:18

21:5,10 22:13 30:1837:8,9 43:16 57:9110:11 116:4 119:1136:8 140:2 141:2188:1 193:21218:14 231:13

investor 21:24 37:2337:25 38:10 40:1386:25 109:6,14126:2 155:22156:17,23 158:21159:1 183:16 192:6225:17 229:4 230:6231:16

investors 84:2487:20 109:12,13110:2 125:10

129:25 133:11134:2 153:6,8 159:6181:25 183:4,10209:5

invitation 209:22210:1

invite 159:15invited 159:18,20

160:1involve 190:10involved 15:21 22:7

68:20,21,22 112:9138:3 154:2 155:25156:2,9,10 157:7

involvement 161:9193:4

ir 192:8irrelevant 144:16irrevocable 226:16

226:17irs 56:8iss 8:6 77:8,13,17,21

78:2,12,13,17 79:179:7,13 81:18,19,2582:4,13,16,24 83:283:8,19 84:5,8,1984:22 85:7,11219:23 220:3,4,7,25222:21 223:16226:15 230:14

iss's 84:14issuance 111:9issue 15:10 19:22

33:17 40:2 50:10144:3 199:19

issued 40:6 77:14182:9 220:4,8 222:6

issues 67:11,14 86:586:8 153:24 154:4156:17 197:24

issuing 22:17item 65:16ivan 116:1,1

[indicates - ivan]

Page 19


Exhibit 9 Page 242


j

j 2:20,21j.p. 40:12jackson 109:3

110:13 222:16,23223:19 225:12,20

jami 61:5january 13:22 38:8

38:16 40:14 111:16111:17 149:17197:21 211:1,4

japan 156:15jeff 112:21 116:19

116:23 118:7,13119:2 153:7 164:24

jim 29:11 112:23113:4 159:19164:25 171:21

joan 191:23joanne 6:5 9:7job 1:23 13:8 15:12

15:13 17:20 27:1327:16,18 28:1 68:1268:24 117:12,19118:13 119:11125:7 158:23183:19 188:11192:1,5 193:19195:21 196:12213:5

joele 160:5 165:8jogged 99:17johnson 4:5 5:18

10:10,10,13,1342:14

johnsonee 5:23joint 176:14 184:23jones 2:19joseph 87:23,24journal 121:5,12

122:3,22 123:19124:1 163:22164:16 172:8182:10,13

journalists 121:25

journals 124:15126:3,4,5,5

jp 111:15jublia 47:8,14,21

48:2,7judge 32:12 33:9,9

80:8 162:19 180:13183:7

judgment 130:1july 63:9 132:2

155:14 191:22192:8,12 194:1,13195:4,5,14 196:5

june 8:8,22 86:1987:4 103:3 104:12107:15 113:1118:20 147:13149:7 177:23 194:5194:10 200:13,14200:20,23 205:13

justified 144:17justify 78:14juvéderm 147:8

k

katz 173:11 175:13186:20

keep 200:25kind 13:20 40:23

100:2 130:12 154:3157:20 174:5179:12,15 197:6229:13

kindly 153:14kinds 190:6kirkland 5:6 10:15

10:17kirkland.com 5:13

5:14kisco 99:24knew 30:13 175:20

178:22know 12:18 16:10

18:3 20:8,23 27:330:24,25 31:2237:23 39:12,14 43:245:24 46:2,9,11,22

46:24 47:8,17 48:148:10,17,19 49:1049:13,25 50:8,1651:2,5,12,15,21,2452:15,18 56:1183:19 84:13,18 88:388:3,4,4 96:12,2096:25 97:5,22 99:3104:4 105:17107:16,19 108:18112:5 116:1 119:5123:4 130:6,10136:20 138:4,4139:6,8,13,25 140:2140:2,5 141:10143:3,4 147:12,12152:22 153:1,12157:21 158:5 159:7161:13 162:12,20164:9 165:4 166:9168:6 170:25 171:2171:22,24 172:1173:17 178:18180:11 184:3,8191:2 192:19 194:1194:2 195:18197:19 199:7207:18 212:19213:11 217:3218:25 220:6,10222:20 223:24229:15

knowing 129:16knowledge 16:13,17

17:13 21:13 23:684:21 85:23 107:20118:21 122:8125:24 155:24170:19 171:20174:21 175:3176:20 177:2178:18 185:6188:24 191:12231:17

knowledgeable174:17

known 16:6 154:4,5158:1 160:18

knows 151:12213:25 227:17

l

l.p. 5:3lab 142:1label 197:23lack 210:7lady 61:5laid 79:21language 85:8

206:14 207:7,10larded 162:21large 28:4 40:9 60:2

92:7,15 104:3,7110:9 143:12154:11 163:18224:25 225:8,21,25226:16,24 227:7,9228:4

larger 97:1largest 120:12

221:19larry 88:3late 104:15 201:1

220:3latham 4:4,12 10:8

10:10 187:6 189:22latisse 147:8laugh 29:21launch 47:14,17,21launched 142:14,17

161:16 177:22launching 130:14lavigne 2:20law 4:6,14 5:9,19

44:1,12 78:5,881:24 173:11

lawful 111:2lawrence 195:2,4,14

196:6 197:1 198:18198:24

lawrence's 196:21laws 55:6,14,25

[j - laws]

Page 20


Exhibit 9 Page 243


lawyer 175:7,16180:12 181:8

lawyers 127:24140:4 175:16 183:5

lay 160:15laying 149:5layoffs 148:23lead 20:23 22:14

31:3 42:2 64:2466:9,12 68:19168:23 224:3234:16,19

leading 83:8leads 42:9 49:23

168:24 211:24learn 163:17 172:11

210:3,6,11 215:18learned 19:6 171:8

172:4,6 177:10178:6,12 179:25

leave 153:14led 19:17 21:3

107:13 121:25156:6,8 213:9

leeway 129:8 161:14162:6

left 58:17 116:9186:21 217:4226:15

legal 9:9 111:4180:16 181:7,10,17183:11 224:15

length 110:3lens 208:8letter 8:8 86:20,22

87:4,22 88:9 89:589:14,19,22 90:1091:8,10 99:18,23100:3 101:7 102:4109:3,17,21 114:14120:14,16 222:15222:16,17 230:24

letters 93:2 94:25108:25 119:17,25120:23,24 126:12126:25 127:6,17

222:21 224:1,4letting 159:7levadex 197:19level 114:12 132:9

148:4,13,14,14179:4 180:21 181:5181:23 182:12183:6 211:16214:20 230:7

levels 22:19 87:1114:4 134:10213:21

lewis 85:14,22lewis's 86:9license 47:13 48:8licenses 112:6light 157:19lightning 142:8likelihood 54:22likened 150:24

151:6likening 149:19likes 197:7limit 236:12limited 210:4line 74:2 83:4,4

128:18 181:6217:25 225:10

lines 91:18 102:5206:21

link 138:2links 143:23lipton 172:25 175:3

186:22 187:10189:23

liquifilm 144:1list 70:4,15 81:25

82:5 96:18 139:7,15listed 220:14listen 41:16 168:14

169:23 170:3 229:5229:19

listened 77:23168:20 194:6217:22

listening 62:2 191:1209:4

listing 188:6literally 99:18 120:3

171:22litigation 76:22,23

76:24 80:15 81:3186:25 187:12,20189:8 190:7

little 65:10 67:2474:23 83:6 158:9187:15 204:14

live 184:12 239:3llc 2:14 5:4,4load 19:19,23

107:10located 171:24logical 64:9 110:23

110:25 155:19lomb 16:8 19:20

45:16 52:6,11199:17 200:4208:14,16

lomb's 123:2long 11:14 23:15

31:4 37:11 39:1540:1 47:14,24 68:1378:23 86:25 105:9106:21 109:5,12,14113:19 158:1 174:6193:17 202:11,14225:13 233:6 235:6

longer 55:2 102:7199:15,15

look 13:12 17:2424:14 49:2,24 53:1553:16 54:18 56:1957:23 71:11 79:6114:1 131:8 153:18166:8 181:6 193:8195:24 208:13217:7

looked 46:4 138:16138:20 181:5 188:3208:8

looking 25:19 32:253:13 57:24 68:482:22 132:5 178:24184:5 207:20 221:4

looks 80:1loophole 175:11los 5:11,21 104:5

113:4lose 68:24loss 54:20lot 37:5 48:19 61:8

87:11 112:9 114:11118:24 130:7 150:1150:17 154:1161:13 216:10

louis 2:20love 68:8 106:18low 41:5 48:3 50:24

56:12 203:13,20212:6 217:5 218:5

lower 148:14 216:21216:23

lumigan 40:22142:16

lw.com 4:10,18lynch 22:1,9 35:21

43:18 116:4 132:10137:6,20,24 160:25165:12 166:7218:12,15

lynch's 137:17

m

m 1:21 2:19 3:14239:24

m&a 25:21 223:16machine 239:9magic 204:3 212:7magistrate 32:12

33:9 162:18mail 7:14,16 8:10,16

8:18,20 24:9,23,2529:11 115:25 116:1116:10,20 117:25118:1,22 191:22192:7 195:2,3,8,11196:11,18 200:12

[lawyer - mail]

Page 21


Exhibit 9 Page 244


200:23mails 93:3 120:4

126:17 195:10200:15 202:9 236:6

major 55:3 84:7112:8

majority 167:11232:23 233:2

making 81:15 85:20138:6,12 151:16164:13 176:14182:3 209:6,9 228:4228:11 231:19

malhotra 58:11managed 104:10

200:25management 5:3,4

51:19 92:6 93:1797:19 121:11150:20 155:17176:9 222:15,17223:18

management's222:24

managers 87:1897:18,22

managing 54:20121:18

manner 67:8manufacturing

197:24map 197:20march 139:13

160:13,21 218:20marginal 210:8

215:23maris 157:23mark 5:7 10:17

12:20,24 24:4 31:1157:12 77:1 112:11115:19 131:18152:22 153:19162:13 163:1201:22 223:4 236:9

mark.holscher 5:13

marked 12:21 24:529:6 31:8 57:1660:6 69:23 77:486:15 96:10 115:21131:2 132:24 133:1153:3 172:18191:17 194:22200:8 205:9 219:18236:11

market 16:7,9 20:1629:2 35:10 38:1139:21 45:24 46:1446:22 48:17,21,2348:23 49:4,5,1650:9,11,12,14,17,2150:23,23 110:24113:16,21,25 114:5115:10 125:9129:24 133:18136:5 143:11,16,17144:20,22,24145:21 147:3151:12 159:6,23182:6 202:24 203:3206:22 212:1,20213:25 216:15,18

marketing 19:15217:13

marketplace 19:22144:20 159:8

markets 16:5,1360:2 134:22,23

maryland 220:20massive 54:10 55:18

55:22 107:3massively 32:7

33:19,23 34:4master 197:7matches 154:3material 14:8,13,22

15:4,13,18,21 85:6148:4 193:8 208:22

materials 80:3190:9 199:1

math 213:12

matter 17:25 19:627:12 30:15 31:2065:6 139:17 151:4152:16,17 155:2182:13 218:18

matters 100:25127:13 152:14168:21 181:10197:4

mcdonnell 2:21mean 55:19 64:12

108:2 122:18181:24 189:6193:25 204:12212:3 229:3

meaning 169:7means 13:15 15:20

179:9 192:21212:18 234:19

meant 125:4mechanics 76:3media 96:7 98:12,14

98:16,18,19 99:2,5108:15 213:9 221:6229:1

medical 16:11 45:1454:11 70:23 119:20120:6 126:5,23127:12 130:18148:17,18

medication 50:6,13medisis 16:9 48:14

48:16meet 13:22 20:6

23:24 102:9 104:22113:1 140:3

meeting 13:15 18:551:18 65:12,22 70:470:14,19 71:9,2272:2,7,10 76:3,8,1376:21 77:19 78:1978:21,23 79:4,1980:3,5,6 112:22117:16 132:3180:24 186:18,20186:21 210:22,23

223:2 224:11225:23 227:15,17227:20,25 228:6,9228:12 229:23230:19 231:2,20233:15 234:13,23

meetings 13:1723:25 37:18 82:1189:13 90:21 114:13114:13 182:20229:7

meets 105:12,20melissa 1:21 3:14

9:8 239:24member 139:15

156:3members 37:25

64:25 89:16 147:17155:5 168:8 169:18175:14 186:15

memo 7:12 8:1413:3 14:4 78:6170:23 171:13172:22 173:1,15,17173:22 174:10,21175:4,6 178:24

memory 48:4 59:1299:17 139:2 171:1

memos 78:9menezes 148:19mention 44:7mentioned 11:19

14:6,20 20:15 44:661:20 97:10,1198:12 123:5 186:11

merger 88:13,1990:6,11 94:20 99:19100:6 221:14229:17

merging 96:4205:19

merrill 21:25 22:935:21 43:18 116:4132:10 137:6,17,20137:24 165:12166:7 190:18

[mail - merrill]

Page 22


Exhibit 9 Page 245


192:22 218:12mesa 4:8message 29:19

171:10met 14:1 28:22

77:13,21 78:2 81:1885:24 88:2 106:15106:15 118:16,19126:2 160:10215:17 220:18,19

metasis 199:16methods 122:24mexico 52:16,19

53:5michael 2:18 48:4

170:7michele 4:5michele.johnson

4:10michelle 10:10microphones 9:19mid 59:3 107:2middle 38:8,16

147:11 158:8177:23 200:20

mild 143:18million 22:22 23:7

34:18 35:13,19 48:548:6 58:4 68:5100:1 143:23144:15 216:24217:10 218:8

mind 85:13 185:13203:2 208:25

minded 66:19mine 199:5minimum 216:24minus 207:1,4,4

208:14minute 145:14minutes 34:24 69:8

69:9 141:16 163:24172:9

misconstrued 12:7misleading 27:25

32:8 34:10 123:16

138:7,11 215:1missed 213:24misspeak 145:12misstates 15:5 125:2misunderstand

167:24mitigate 110:9mixture 97:24model 16:1 19:14

21:8 23:13,15 30:1745:10 113:10134:17

models 190:20moment 43:9 66:7

73:5 139:19 154:23210:21 211:1

monday 192:12money 84:6 106:21

107:4 154:11monitor 136:14

148:5monitoring 122:18montgomery 4:15month 89:7 107:15

147:11 227:5,8,13227:23 231:8

monthly 49:22months 19:6 38:3,6

39:23 44:20 47:1573:5 106:1 137:11137:18 138:1 141:4158:20 203:25208:23

montreal 157:25158:10,12

morgan 40:12111:15

morning 9:4 11:9,10162:8 212:2

motion 236:5motivated 175:14motivation 175:18motives 106:5mount 99:24move 106:24

moved 212:11,17moving 40:23

144:21,24 149:12multiple 25:12,14

44:1 81:16 114:2150:16 169:14

n

name 9:7 191:3229:4 239:21

names 73:15 74:197:15

narrative 11:2339:1 162:11

narrow 196:2229:21

narrowly 65:14naturally 113:5near 170:23necessarily 138:25

224:15need 11:25 17:1

32:10,11 105:17108:22 140:23146:18,24 153:20177:9 211:18 233:3235:15

needs 76:20negative 93:24

117:17 188:17190:2 194:9

negotiating 213:13negotiations 68:20

68:21 89:1 93:1194:10 177:20

neither 239:17net 58:2neutrals 160:3never 23:19,20,22

93:2,10 98:10100:11 107:20118:16,19 120:22125:24 137:12138:2,16,20 153:12169:5 170:19191:14 213:24

new 13:15,22 72:2373:3 99:24 141:25146:6 172:2 235:3

nine 34:11nominees 73:9non 11:23 58:1 75:9nonpharmaceutical

209:4nonsecurities 175:7normal 17:23 20:9

46:18 64:17 100:20101:5 112:5 136:12148:10 159:23

normalized 147:15normally 13:21

17:19 35:18 37:20143:6 193:7

norms 143:2 144:22144:24

norris 5:8 10:15,15note 9:17 33:7

223:17 239:3noted 14:7,21 238:4notes 97:6notice 70:3 159:2noticing 10:2novartis 45:22nuances 67:3number 9:16 28:17

44:19,23 51:17,1971:10 72:14 94:2596:24 107:3 128:18135:16,19,23189:12 199:10212:11 216:18,25229:7

numbers 24:25 25:928:18 29:4 49:253:2,15 75:15149:12 190:14214:7

numerous 134:15

o

oath 9:22 11:4,11object 15:5 19:11

27:23 30:3 44:15

[merrill - object]

Page 23


Exhibit 9 Page 246


45:3 50:18 52:4,2153:6 64:7 66:1,169:5 74:17 76:983:23 94:8 113:12115:12 124:18125:1 127:9 129:19134:19 147:24151:23 152:6170:17 171:5175:22 176:16179:22 180:15184:17 187:2188:20 190:3 208:1211:18 214:15215:20 224:12232:20 233:11,21234:18 235:10236:7

objection 176:6185:9,12 191:1

objections 9:25objective 78:20obligation 33:1

169:12 205:6obligations 67:9

74:20 209:8 210:15210:17,19 213:17230:17

observers 216:16,18obviously 32:23

100:22 108:2 112:5176:25 181:6190:25 229:3 236:5

occasions 128:4134:5 153:7 169:15169:25 227:9

occur 36:19 173:6occurred 40:10,12

80:1 169:25 171:8176:10 177:24178:19

october 1:16 3:138:24 9:1,5 104:3180:14 207:21219:23 220:8230:13

odd 200:3offensive 23:21offer 25:13 28:25

36:13 37:5 40:2542:6 43:6,10 45:162:1,3 63:25 64:368:23 69:4 71:17102:20 103:8,22,24115:9 116:7 130:17132:11 133:17148:7,24 149:3157:6 160:7,14161:5,9 162:18163:15 164:13165:23 166:9169:13 172:5 173:5176:15 177:23179:10 203:4210:11 211:3,6,13212:23 213:4,7,10213:18 220:23221:8 232:19,24233:5,8,9,19 234:10234:17 235:9

offered 209:19offering 19:22 20:21

22:15,23 23:5 37:2offers 41:7 64:21,23

157:8,12,14 166:1office 40:6 70:25officer 10:21 12:23

17:11 24:7 29:831:10 57:18 60:8,1862:25 69:25 77:3,686:14,17 115:20,23131:4,17 172:17,20191:16,19 194:24200:10 205:11219:20

offline 42:18offshore 150:18oh 66:17 103:14

110:22 130:18145:14 156:18158:19,23 159:21165:13 197:7

228:15okay 12:13 24:15

25:11,19 26:3 35:1436:1 38:9 39:3,1039:18,19,20 40:1,2441:13,17 43:9,1244:1,12,19,25 45:846:13 47:12 49:1049:20,25 50:8 51:251:12,24 53:4,2254:1 55:8 56:2457:12 59:8,19 60:1760:24 61:25 62:2,1863:4 64:20 65:1069:7,9 71:19,2475:14 78:10 85:1493:6 94:14 96:15,16101:3 103:18 108:9108:10 112:14,19114:15,17 115:4,18116:19,25 117:5118:12,18,22,25122:1 123:24 127:4128:16,25 129:6,16130:9,14,21,22131:6,13 132:1,6139:13 140:16142:20 154:17,24157:15 158:17159:12 161:14,15161:19,25 162:1166:18 167:13172:3 173:8,17175:8,19 177:4179:10 186:3 192:7194:16 195:14196:2 198:14 199:6202:24 203:21204:2,7 205:22206:3 208:11 210:5210:25 211:3220:14 222:13224:18 225:19227:4,12,25 228:17230:11,23 231:6,15231:23 235:6,17

236:23,24old 34:11 193:16once 11:15 13:20

87:16 89:7 209:16ones 44:6 45:13,13

45:16,17 97:11,2497:25 119:18131:12 138:4143:15 156:12,13194:21

ongoing 155:15onychomycosis

47:11opaque 209:25

215:13,19open 37:21 109:22

109:23 110:19117:11 118:12157:21

operate 16:5 159:5operated 16:14,16operates 52:25operating 91:14,22

92:2 101:1 126:19213:6

operation 184:23ophthalmologic

120:18ophthalmology

45:15 52:6,25120:11 121:10145:7

opined 175:10opining 69:3opinion 14:24 27:2

27:10,12 28:3,755:5,13,15 56:491:9 167:5 182:25225:4

opinions 66:20138:5

opportunity 17:233:2 115:6 229:10

oppose 30:10 96:3opposed 30:1 65:15

65:16,18 80:23

[object - opposed]

Page 24


Exhibit 9 Page 247


223:7optimize 102:22

103:10option 102:24

103:12options 22:22,24

23:8 34:11,12,13,1634:18 35:11,1844:14 179:1

oral 48:13orchestrated 138:13order 12:17 13:23

20:8 21:15 35:1337:13 143:22146:18,24 212:24232:9

organic 47:4 206:11207:17,24 208:5,7210:7 214:13 215:5

organization 120:12155:18

organize 156:5organized 155:16

160:19original 239:14originally 45:22outcome 9:24 38:22outlier 54:10,13

55:18,22outperformed 68:3outreach 168:12,19

169:22 177:17outside 93:16

140:21 159:25216:19

overall 19:23 34:1653:11 143:24150:19 183:19193:19

overreaching153:10 193:24

overseen 155:17overstate 89:22overstated 230:16overvalued 114:4

overvaluing 113:21113:25

owned 107:20ownership 7:19

104:13 107:17175:21 176:3

owning 204:11

p

p.m. 3:13 42:23163:6,9 186:5,9219:16 236:2 237:5237:7

pad 47:17page 7:10 8:2 14:3

25:19,22 57:22,2257:23,24 58:1060:14,15,23 61:270:2,10,11 79:688:15 102:3 131:8131:18,20 132:5,16132:20 133:5,22182:10 198:1,5,9,18198:25 205:16,17206:3,4,6 207:8,11221:4 222:14223:16,25 226:15

pages 1:25 174:8208:22,22

paid 84:5 147:14paper 18:15,19 19:2

19:9 20:2,13 46:4papers 46:12,13,16

46:25 51:4,7,10paragraph 26:8

57:25 61:13,1488:10,15 89:24,2590:3,15 91:17,18102:4 103:14 181:6197:12

paralleled 85:9park 5:20parlance 176:21parnassus 96:23

98:21part 13:8 24:17

31:18 33:4 36:17

38:5 61:15 64:396:10 108:21112:12 113:8 115:8115:15,16 118:1120:7 124:22133:15 152:12155:3 167:9 174:24189:18,20 190:6,16195:21 196:10,12198:15 231:15

partially 55:7133:20

participants 114:6participate 37:13,15

37:25participating

136:24particular 11:17

43:3 65:16 72:18139:11 151:11158:24 173:11229:4

particularly 21:1571:15 77:24 109:2141:5 154:1 209:3

parties 9:18 22:923:21 105:20 106:9168:19

partners 222:16,23225:12,20

parts 104:8party 9:23 239:19pass 169:9 234:23

235:1,8passed 73:2passes 167:14 168:1patent 40:6patents 40:7 111:9

111:13pathetic 125:14,16

125:17pathway 38:18patients 119:22pattern 91:13,21paulson 229:12

pay 54:12 83:1084:16,19 217:24

paying 146:5pays 56:20 84:14pearson 15:14 23:17

23:21 28:14 48:4170:6,7 200:21,25201:15 204:9,21205:1,5 208:18217:11

pearson's 202:17penalty 238:2pending 12:5 42:1

128:15,25 130:17236:5

pentwater 222:17222:23 223:19224:19,21 225:5

people 40:19 73:2598:13,16 101:5110:11,12 114:10120:22 126:16,25138:12,14 149:5151:15,25 152:25154:19 157:20158:23 160:2168:12 169:23170:10 195:19197:7 202:22216:21 217:3 227:2229:7 231:4

people's 136:7 154:7perceive 190:6percent 26:12,13,16

46:10 50:17,21 51:651:22 52:12 56:2056:23 58:3,7,2259:10,15,17 61:2162:17,24 63:5 65:1165:14 80:2 104:20107:22 135:14143:7,9,14,19 144:1144:5,8,12,17 200:7203:15,18,24206:24 208:15212:9,13,14,16

[opposed - percent]

Page 25


Exhibit 9 Page 248


226:2percentages 95:1perform 218:2performance 91:14

91:22,25 92:2113:17 114:7 213:6

performed 47:16202:13

performing 187:18period 13:23,25

23:24 24:3 29:2530:9 31:6 34:235:20 36:7,10,1638:9 40:15 49:15,2049:24,24 56:22 58:762:6,14 104:23106:24 118:17,20156:8,11 157:16,18159:25 160:21164:1 165:11176:18 177:16178:17 199:16202:14 207:1216:10,12 218:6219:1 227:12

periods 53:16110:19 212:22

perjury 238:2permanently 105:9permit 105:2pershing 5:3 10:16

10:18 40:25 41:343:13 44:22 62:1,463:25 64:2,6 65:369:3 70:17 71:7,1771:21 72:1,9 73:873:16,20 74:10 76:776:11 83:20 84:4,1885:6 92:19 93:2094:7 95:2 116:8128:1,5 132:12136:3 138:9 157:6168:10,13,18 169:3169:18 172:12173:23 174:4,22175:5,11,20 176:3

176:13,19 177:6,18177:22 178:25180:23 181:20182:3 183:1 184:10184:15,22 185:6,25203:3,16,18 211:16220:23 221:20222:14 223:18225:11 233:9

person 64:14 66:866:19 68:19 91:1,4171:24 190:24197:3

personal 152:14,15152:17,20 153:5154:8 185:22201:11,15 205:4

personally 13:2523:17 30:1,25 36:1665:18 85:24 119:6119:15 123:4191:15 205:25

perspective 99:20177:19

persuade 77:21117:19 221:13

pertains 239:13perused 73:21

136:12peter 2:21 4:13 10:8peter.wald 4:18petition 180:21pharmaceutical

54:11 70:23 142:3pharmaceuticals

1:7 2:8,11,13 9:1553:14 89:2 147:4197:20 221:11,15

philippe 148:21phone 37:18 163:21

170:2,5,12 171:3,9171:18,22,25182:21

phrase 85:5physician 120:12

148:12

physicians 119:19119:22 125:9127:12

pick 9:19 82:19piece 35:22,24

125:14,17pilkington 156:14pill 160:16,17 232:1

232:2,6,7,13,18,21233:17,24 234:23235:6,20

pinkston 164:25place 9:18 79:3

160:16 232:13,15232:22 233:17234:24 235:7,20239:6

placed 13:2 24:929:10 31:14 57:2060:10 70:11 86:19191:21 205:13219:22

plaintiff 4:3plaintiffs 1:5 2:6

10:9,12plan 38:21,23 61:15

63:21 110:4 166:10planning 41:6 42:5

43:6 155:17 156:21165:5 232:11

plans 27:7 221:14plant 54:4played 119:6plays 120:19pleadings 181:7

186:22 187:7please 9:17 10:1,3

10:21 18:3 24:1630:5 122:12 123:24124:11 125:5 127:3128:15 131:8 133:3154:17 163:10185:13 188:23

pleased 123:5202:21

plenty 167:22plus 13:24 25:25

68:5 206:24point 14:14 20:6

34:10,15,21 82:8,982:20 84:25 87:1390:9,14 91:7 94:1197:18 99:1 102:15103:19 124:9,10134:1 154:7 158:15182:9 195:19204:18 217:14226:19

pointed 121:18137:19

pointedly 101:5222:7

points 77:23 114:2poison 160:16,17

232:1,2,5,7,13,18,21233:17,24 234:23235:6,20

poland 96:23 97:198:21 99:12

policy 169:21portfolio 97:22

143:5portion 101:20,21

114:20portions 236:13position 41:15 87:12

98:9 104:15,16,17105:16 106:5,23107:6 128:19163:18 176:13196:22 198:8

positions 65:13positive 49:14 194:9

202:18,23 217:24possess 34:17 74:7possibility 15:10

68:24 155:8possible 35:22 79:8

79:14 110:20 150:9164:12 215:16217:9

[percent - possible]

Page 26


Exhibit 9 Page 249


possibly 143:20170:25 185:16224:22

post 16:16 19:20171:7 192:11 206:9207:15

posted 183:23potential 19:4 26:4

36:2 38:17,22 43:143:2 67:14 69:290:5 161:5 163:15163:23 164:2165:22 221:9225:21 230:16232:9,22

potentiality 160:19potentially 43:2

144:2,6,13 148:10185:16

potted 54:4pr 43:24practice 175:15

222:10practices 79:9,14

226:5pre 206:24 208:5precise 36:9 93:9

164:6precisely 54:17 65:4

140:9 181:22 216:3preclude 180:23pred 143:13,18predecessor 16:4,14predicate 214:7predicated 83:17predict 217:1predicting 216:18

216:19preliminary 180:22premature 167:22premium 26:12prep 31:18preparation 24:18

24:22prepare 36:12 161:8

161:21

prepared 21:23 26:431:21 100:9 165:21173:15 181:13

preparing 21:19136:20 140:25

present 6:3 140:4presentation 8:12

8:22 131:7 190:25198:11 205:14,17205:22 206:4 207:8208:7

presentations 21:727:6 56:21 142:20195:17 208:23

presented 80:2 83:2188:1

president 155:22196:23

presidents 86:21press 33:17 47:3

64:5 100:12 122:19125:23 177:3181:12,19 182:8,18183:22,25 199:19

pressure 114:11177:19

presumably 169:6183:7 221:12

presume 52:5134:23

pretty 51:7,23 58:1987:2,19 125:16170:25 207:4214:22

prevents 232:19233:18

price 26:19 32:134:4 39:23 40:1741:1 86:21,24 87:487:18 88:22 89:490:16,22 91:3,892:1 101:7 102:4,5103:3 111:3 113:11114:2,13 115:11129:17 133:19134:9,18 135:8

142:22,25 143:1,13143:18,25 144:4,7144:17 145:7 146:3146:6 194:4,10212:3,6,22 213:15222:8,15,22 223:19226:2

price's 89:9 92:12226:9

priced 145:2prices 143:8 144:11

144:24 145:24pricing 143:4primary 175:17

190:14principally 45:17printed 60:20prior 18:2 38:16

68:16 74:10 141:2141:11 166:11195:15 197:10214:18 218:21,23219:6 231:3 239:8

private 204:15privately 99:9privy 88:24pro 26:8probably 12:17

13:23 18:23 20:835:13 36:5 38:748:8,9 52:7,2359:16 62:16,16,2369:7 83:7 87:9,1789:6 97:5,7 107:6142:13,19 143:22144:9,15 152:11155:14 156:18,25157:3 158:19159:19 170:8 172:2172:9 174:5 184:12197:2 203:14,19212:24 216:5

probe 67:7 154:20procedural 79:20procedures 79:2

122:23 172:12

179:1 235:2proceed 10:5 24:15

67:4 71:17 135:13193:18 194:8195:23 232:24233:4

proceeding 9:25proceedings 239:5,7

239:9,15proceeds 100:21process 13:19

131:23 132:16133:6 138:6 142:18150:12 193:5

proctor 2:22produced 121:19product 16:13 40:8

45:20,21 46:2547:12 48:13,15 49:950:22 51:8,9,1158:2 60:2 197:20,22

products 16:1045:12,14,15 46:1546:19 47:4 48:2550:20 52:3,6,1160:2 109:8 141:25143:9,22 144:11,14144:25 145:2 147:7148:9 206:21 209:4

professional 153:15239:3

professionally194:18

proffer 154:18proffered 73:16profile 19:14 30:18programs 217:12,13

218:9prohibit 98:15project 130:4,6,10

130:23,25projected 218:3projections 34:22projects 130:8,15prompting 12:4

[possibly - prompting]

Page 27


Exhibit 9 Page 250


proof 111:8proper 214:4properly 211:11proposal 65:3 66:16

66:25 72:12,16,2073:2,7 75:5,1088:13,19 90:11134:11 167:2,14,25

proposals 69:17,2270:13,19 71:2,875:25 76:8 234:12234:15,22 235:1,7

proposed 73:19234:17

proposition 198:1198:19,25

proprietary 106:6prosecuted 151:9,14

151:21 152:4prosecutions 151:2prospect 107:12protect 36:8protocol 33:4

126:19proves 199:2provide 77:17 135:7provided 80:12,17

82:15 182:25189:14 220:11

providing 136:4187:20

provision 82:20,20106:10

provisionally 105:8236:16

proxy 43:14 44:1944:23 179:11,17182:16 184:1,5189:15 198:8,9,10198:12,15

ps 2:14 5:4,4public 37:21 40:17

74:19 98:24 100:15107:5 126:21127:19 129:25133:18 134:10,22

137:4 149:19160:14 164:21,23175:9 179:9,14188:15 189:14194:14 204:20205:1 207:22209:18 222:6 224:1225:5 229:16

publication 121:23122:10 123:19

publications 121:1publicized 206:15publicly 53:19 63:6

63:9 99:9,21 111:14119:8 145:4 148:23206:1 209:3 210:9215:6 223:18 224:6

publish 119:20published 13:20

40:5 121:5 218:17puglia 88:3pull 122:3pulled 122:10,14

124:2,3purchase 26:18

49:19 148:8purchases 84:14purchasing 203:16purely 15:11 27:2

29:4 73:16purpose 150:20

182:7purposes 106:7

112:15,18pursuing 112:7push 146:12,13pushed 147:14pushing 221:21put 25:9 48:25

69:19 79:3 96:8109:21 112:3114:11 131:6134:22 143:21144:13 149:9 150:8160:15 162:20172:22 185:2 195:3

198:12,20 206:25210:11 214:8217:20 222:8 231:4232:15

puts 190:24putting 227:2pyott 1:14 2:17 3:10

7:4 9:7 10:6 11:3,919:7 24:9 29:10,2135:10 42:25 54:467:10 69:16 75:2486:19 102:3 119:6120:25 125:23126:24 127:23131:22 132:24133:15 161:13177:9 178:10186:11 191:21201:11,12 207:6208:19,21 219:22232:3 236:3 238:1238:15

q

q2 7:24 60:10q3 200:7,7 206:23

208:13,14q4 7:21 57:20,24quadrant 56:25qualifications 73:19qualified 73:24,25qualify 64:18

135:10quantity 34:16

145:25quarter 58:3 60:22

147:11,15 148:8199:11,21 200:6206:8 207:14208:15 213:24214:13 215:4

quarterly 37:20quarters 146:14

147:10question 11:22 12:5

14:16,17 16:19,2417:1,4,6,12,15

19:13 22:2 23:2,524:15 27:24,2528:10,19 30:5,13,2131:21 32:8,13,14,1932:25 33:1 34:1,839:1,9,15 41:1642:1,3,9,13 43:4,1945:4 47:24 49:2355:17 59:5 64:1974:24 83:16 84:185:13 86:7 93:994:13 95:10,2496:17 108:1,8,18113:13 114:22115:2,13 119:9123:24 124:19125:2 126:8 127:1,2127:11 128:10,13128:15,21,22,24129:9 130:20,24134:21 138:23140:9,10,15,17143:4 147:2,25151:1 153:16 159:9161:18 163:11167:9,24 168:6174:25 175:23178:11 179:23180:2,4,12,15,19184:18 187:3188:22 196:2198:22 208:2211:19,24 216:10216:11 228:20229:21 230:12231:16 234:19

questioned 17:981:11 152:24199:14

questioning 139:4221:2

questions 33:3,1437:22 39:16 41:1941:23 42:2 45:953:13 57:6 59:2267:7,11,13 69:17

[proof - questions]

Page 28


Exhibit 9 Page 251


70:7 71:12 92:2593:14 101:23119:12 129:23132:25 141:6146:10 157:13174:18 177:14231:25 236:4

quick 79:7,7 213:12quicker 165:13quickly 128:21

165:2 221:22quietly 213:15quite 23:15 47:18

57:1 61:17 68:397:24 100:23114:10 143:12184:4

quote 48:4 64:1681:11 224:19226:17

quotes 171:13222:21

r

r 2:18 61:21 62:1963:18 120:6 121:3,6122:23 123:6217:12,18,22 218:2218:7 219:5

r&d 30:19raise 10:21 105:17

142:25 143:8,13,18144:4,7

raised 15:10 31:2035:1 57:6 76:23144:11

raises 85:13 144:24raising 134:4 145:24

160:25 235:12ramped 219:2range 38:4 40:23

46:6 48:5 52:7100:2 111:19

rapid 232:8rapidly 232:15rare 99:5

rate 46:2,6,9,2249:10,14,18 51:2,651:15,22,23 52:1552:19,19 53:5,2054:9,12,15 55:4,1055:15 56:4,12,15139:11

rates 46:14 47:2,2151:12,24 52:10 59:2

rating 79:9ratio 57:7 58:2,6

61:9,20 62:5,12,19rational 102:7ratios 61:18ray 2:21 200:15,18

200:23reach 25:10 77:22

88:12,18 98:25123:18

reached 85:17 98:20126:24 127:5,11

react 164:18read 12:2 13:13 14:5

14:19 17:9,10 24:2426:9,21 27:6,1429:20,23 33:5 46:1651:17 58:25 61:6,1680:24 88:10,1689:25 91:12,20 92:492:10,13 102:6,18103:2,6 116:11117:1,5,10 118:2,8125:10 127:19133:9,23 134:1,7136:9,17 141:9,11141:13 173:17,19173:22 174:2,7,16180:5 181:15195:10 196:11197:13 200:24201:5 205:17 206:7207:13 213:8 220:1221:5,18 222:3224:20 238:2

reading 61:14 175:6

ready 160:18real 47:23 78:20realistic 216:8realize 124:14realized 124:4really 20:3 25:3

38:13,22 40:4 68:10106:3 129:4 141:10149:6,11 153:12,19165:2 166:20171:15 175:13177:1 179:13180:11 188:10189:4,21 196:9215:4 218:24

realm 187:23reason 15:7 36:25

38:15 48:19,24 81:7113:25 150:24152:13,16 153:20154:20 211:2

reasonable 78:381:13 211:9

reasons 90:12 110:8111:5,22 112:1,2117:22 150:9 154:7154:22 229:15

rebates 148:7,11,12rebating 148:14rebuttal 199:3,7recall 21:21 47:6

50:5 66:24 76:2181:22 82:2,7,1797:14 130:14136:21 137:1138:17 149:21170:5 195:11 197:9199:9,13,23

recalled 195:13receive 67:20

108:25 165:25170:15 215:23

received 34:2440:24 71:14 81:1683:19 87:3 93:2120:3 130:22 132:9

149:7 157:5 159:2160:6 164:11211:16 213:3230:23,24

receiving 64:21 89:5195:11

recess 35:6 42:2169:12 75:20 95:19101:15 141:21163:7 186:6 219:14235:25

recipient 17:19recognize 116:16

227:19recollect 12:18 19:4

20:4,14,19,24 46:546:8 49:6 50:3 51:465:4 67:2 104:21109:19 113:3117:18 119:19125:19 130:5,21136:19 155:7164:19 166:1,13172:14 177:15,23178:3 181:22 184:4193:25 196:9 199:3199:7,25

recollection 40:1352:8 59:18 104:14118:18 130:13155:13 165:9170:14 173:6 194:5

recommend 78:18recommendation

210:24recommendations

73:16 196:13recommended

73:19 74:9,15 75:2recommends 77:17reconsider 217:17record 9:5,19 17:10

21:14 33:5,7,934:10,15,22 35:4,737:12 41:15 42:1942:22 57:15 60:5

[questions - record]

Page 29


Exhibit 9 Page 252


69:10,13 70:2175:17,18,21 95:1795:21 96:8 98:1299:12 101:11,13,16101:18,19 105:4108:2,11,12 112:2,3112:4 114:16,18132:23 141:19,22150:8,11 154:9163:3,5,8 177:8185:2,12 186:5,8219:12,15 228:22228:24 229:2235:23 236:1,10237:4 239:8,12

recorded 171:3,10171:25

recording 9:17171:18

records 107:6recuse 65:19,22red 79:11reduce 19:23 56:22

59:9 115:11 133:19134:17 135:8

reduction 63:14,1763:21

reductions 217:10refer 84:23 215:19reference 69:19

70:7 91:11 116:25132:20 133:5 188:2192:10 196:10202:16 221:5

referenced 123:1references 63:8

133:9referred 71:4 81:4

189:13referring 12:16 52:6

62:6 119:3 130:18136:13,15 143:15145:9,10 176:23

refers 132:16226:16

reflect 27:15reflects 223:25reform 54:23 55:3refrain 194:11reframe 189:12refuse 102:8refused 209:22,25regarding 45:9 57:6

86:6 113:6 135:7138:10 140:19164:2 174:22 175:4178:5 179:20 180:9181:19 182:11184:16,22 185:7207:13

regardless 235:7registered 239:2regular 100:21,23regularly 140:23regulations 174:13relate 71:2,3 75:16

76:1related 9:23 38:17

71:4 80:16 218:2relates 209:3relating 40:2 76:2

76:20 122:19 178:7217:18

relations 21:24 38:138:10 126:2 155:23156:17,23 158:22159:1 181:25 192:6

relationship 74:10179:21 180:10

relative 61:18239:18

relatively 48:388:11,17

release 33:17 181:12182:9,18 183:25207:20,23

releases 177:3183:22 199:19

relevant 16:15 49:7141:5

relied 181:16relief 180:13rely 54:8relying 54:14remain 26:18 70:24

96:6 149:8 213:20remained 123:2remaining 72:21remains 89:8,12

211:14remark 12:1 83:3remarks 36:6 80:14remember 23:4 48:3

85:4 137:13 153:7153:11 158:6 165:1171:15,15 179:13194:3 218:16

remembering 99:14reminded 155:15

160:10removal 71:5

121:23remove 72:13

232:23 233:2removed 67:17

166:16rep 147:1 148:2repaid 22:20repeated 127:25

128:4 129:10 227:8repeatedly 33:22

128:7 129:13209:19

rephrase 30:4 64:183:25 84:3 93:17223:15 234:22

replace 72:17report 8:6,24 24:11

25:20,23 26:4 51:1877:8,14,16 79:786:4,13 136:17164:9 170:24214:23 219:23220:4,7,11 221:18230:14

reported 1:20reporter 3:15 9:8

239:2,3,3reporting 58:1

125:15,18 215:14221:1

reports 36:5 56:1984:14 99:2 130:22136:9 137:17 138:1141:7,9,13 147:5170:20 202:10218:19 221:6

represent 173:12186:12,15 187:6215:3

representative168:9

representatives112:25 168:18169:2 170:4

represented 175:16representing 175:17

186:25 187:11represents 187:10reps 147:9request 9:9 71:3

73:7,12 75:5,1196:5 122:3,6,15167:6,16,19

requested 65:12127:15 188:17239:16

require 41:19,2372:17 178:11

required 22:18 57:9requirement 75:12requirements 79:21

154:21rescinded 229:9research 7:12 13:3

14:4 29:16 35:22104:9 106:6 107:21

reservations 193:9resign 154:7resigning 152:10

155:1,5,12

[record - resigning]

Page 30


Exhibit 9 Page 253


resolution 75:10227:14

resolved 40:3,4resources 90:17respect 11:17 20:1

23:23 26:5 31:1536:2 38:2 43:1255:9 63:24 64:272:7,12 73:3 76:1979:18 82:11 86:287:6,13 88:21 100:7132:11 146:8 161:4163:14 174:12178:5 179:18 180:7184:13 187:14189:24 190:9,19197:12 209:11210:14 213:14,16216:8 225:12233:17

respectfully 91:7153:14 194:17,21226:12

respects 190:11respond 64:4,5

185:14 228:20responding 165:22

177:13 180:1,18response 11:23 12:6

12:9 18:11 44:21198:19 219:2234:20

responsibilities 37:7responsive 39:1

162:24,25rest 61:19 155:10

156:19restasis 38:18 40:2

40:20 107:1 110:5restate 18:16 32:25

85:19 135:6restriction 144:20restrictions 79:2,18

101:25restrictive 82:6,14

82:25 86:3

restructure 61:8restructuring 110:7result 113:10 121:22

148:24 153:24211:13

resulted 133:25134:9

results 13:20 146:9150:21 199:14200:3 206:9 207:15214:9,17

retain 160:5 165:8165:12,18 175:13

retained 175:9retaining 174:6rethink 81:13return 30:14returns 56:10reveal 41:23 206:10

207:16reveals 207:24revenue 142:25

144:15 145:24revenues 142:22review 24:17,21

181:4,12 192:14205:22 235:3239:15

reviewed 31:17 36:4192:19,24 218:11

revisit 114:24rich 221:12right 10:22 15:1

16:25 18:9,15,2220:16 21:8 23:1826:6 33:15,24 38:540:12 41:13 44:945:2 48:22 49:1151:10 60:15 61:1762:9 63:14,18,2264:12 65:13,15 68:168:4,9 70:8 72:1572:22 77:22 78:3,786:7 89:2,25 90:2594:23 95:3 96:2097:16 103:24

105:10 108:20109:16 111:19112:13 115:11121:15 122:24123:3,9,20 125:15126:7,13,25 128:9128:23 129:14131:12 132:5,21133:7 135:21,23,25136:2 137:7,9141:10 142:22143:5,24 146:1,2,5146:6 148:1 150:14151:19 157:12159:9,13 161:2166:12 167:13,13167:15,15 168:2169:11 171:14178:16 180:20182:18,22 186:13187:24 189:9,19191:12 194:10198:5,11,15,22202:11 206:5 207:3207:5 209:20 210:2211:23 217:4,18,21218:21 223:9,22225:17 227:1,19228:2,21,23 234:9234:24 235:4

risk 57:3 107:1155:23 198:1,19,25

road 153:6 159:16roberts 123:4,11robust 57:8rock 184:12rogue 147:1 148:2role 17:22 119:6,11

119:21 120:19155:20 164:22187:16 188:8190:14

rolls 107:14rollup 107:11

149:24 150:6,15151:18

ron 148:19ronny 12:16 13:3room 61:8 87:25

153:8 171:20rotundly 69:6rough 35:10roughly 25:12,17

26:16 34:17 35:1438:4 203:24 213:8

round 23:25roundups 213:9rowe 86:21,24 87:4

87:18 88:22 89:4,890:15,22 91:3,892:12 101:7 102:3,5103:3 114:13 194:4194:10,18 213:14222:8,15,22 223:19226:2,9

rpr 1:21 3:14 239:25rubin 60:12 61:2,5rules 21:12 98:19

105:12 174:11175:10

ruling 40:21rumors 29:2run 28:18 203:15russ 200:15,18,23russell 2:20russia 51:13,16,22

s

sachs 20:20 21:1,621:15,18,25 22:5,2123:4,7 43:17 60:1261:3 132:10 134:16136:8,16,17 137:5137:10,14,20138:18 139:6,14,21140:12,19,22,23165:18,20 166:7188:7,8 190:21192:24 193:6

sad 149:4salary 67:20sale 30:14 31:15

114:9

[resolution - sale]

Page 31


Exhibit 9 Page 254


sales 57:10 58:261:21 62:19 130:12143:23 144:15,25145:25 146:3,12,16146:22 147:18200:6 208:14

salix 221:10,13223:1 224:9 226:25227:7 228:5,12230:2 231:10,19

san 4:16 96:23sanford 12:15 14:11

36:1 160:24 164:7santa 1:15 3:12 9:1

9:12 174:4 181:3sat 213:13satisfied 197:24satisfies 153:23satisfy 102:22

103:10save 124:11savvy 87:19saw 121:13 176:18saying 99:19 100:4

107:13 117:8 119:2135:10 139:2 140:6140:10,17 141:10166:8 197:7 199:20208:7 216:14 230:7

says 12:2 13:1225:25 70:3 88:1689:20,25 103:3108:15 131:23133:22 197:12206:6 224:19

scale 79:10 224:25225:8 226:24 227:7

scaled 196:8scenario 14:7,13,21

15:17 17:18 28:8,24scenarios 26:4 29:4schaison 148:21,22schedule 8:4 69:20scheduled 69:17

70:13

scheme 148:10scientific 218:1scientist 123:2score 79:7,8,14scrambling 172:15scratch 165:6seated 74:7sec 7:18 31:14 69:21

128:1,4,14 154:21174:11 175:10176:24 177:1182:17 198:13,19198:21 199:1214:12

second 14:3 35:360:22 73:7 75:1788:10,15 89:23 90:5101:11 103:14109:24 115:16158:11 197:12222:13 235:21

secondary 19:2237:2

secondly 110:9secretary 186:20section 105:3 117:24securities 180:12

181:8 183:5see 13:4 14:4,9,14

17:25 18:20 25:5,2225:24 26:1,20 29:1329:14,17,22 32:1832:19 50:19 53:7,1257:25 58:7,11,2359:6 61:4,10,2364:18 70:15 72:1473:10 75:7 76:479:11 80:13 88:1488:16 90:3,8,1991:16 92:9 93:12102:12,21,25 103:9103:13,15 115:3116:14,21 117:3,13118:5,10,15 127:20132:18 133:13134:13 141:18

153:23 177:1 190:1191:24 196:19197:16 198:2 200:5200:16 201:3,8202:23 205:20206:6,12,22 212:2214:6,20 216:14217:8 218:24220:16 221:16222:1,11,18 223:20223:21 224:19225:3 226:7,18230:20

seek 215:8seeking 180:13seen 13:6 24:13,20

24:21 77:11 80:2080:21 86:22 170:19173:1 195:6,8219:23

segment 200:4sell 13:16,24 31:23

37:22 52:3 89:20106:16 140:3158:24 159:4183:13 212:21

selling 58:1 105:1107:14

seminal 40:5semprana 197:15,18send 78:6 81:24

166:8sending 78:8senior 98:16 155:22

156:3 162:7 192:2196:23

sense 75:10 118:22sensitive 9:19sent 109:3 126:17,25

127:7 171:13183:23

sentence 12:2102:17 103:2 222:3

sentiment 159:7separate 23:5 134:5

175:16

separation 21:12september 220:4

221:6sequitur 137:12series 21:7 40:7 42:2

45:8 119:12serious 15:22seriously 155:11service 83:9 185:18

187:18services 83:21 84:5

187:21,22 188:14189:8

serving 22:11session 186:19sessions 168:25set 33:13 64:22

81:20 171:22227:15,20 228:1,9230:3 239:6

setting 65:1 110:25229:23 231:15

settled 80:14 81:2settlement 229:22settling 212:6seven 91:18 207:1

208:15sg&a 57:6 58:21

59:2,9,17,23 61:961:18 62:4,12 202:5202:11 216:1,6,9

share 25:3,7,12,1426:12,19 32:7 45:2446:14,22 48:17,2349:4 50:9,14,21,23107:7 110:19 111:3126:20 130:16149:10 159:5 212:9

shared 110:10,23186:19 207:21

shareholder 20:1171:19,24 72:8 83:993:16,19 94:5,9,1794:19 102:23103:11 106:1 184:8210:23 221:19

[sales - shareholder]

Page 32


Exhibit 9 Page 255


223:2 224:11 228:3229:25 230:25231:7,11,20

shareholders 18:1818:25 19:3,8,1020:1,7 36:23 65:1177:17 78:18 79:3,1979:22 85:18 86:3,1192:18 93:3,6 94:1595:1,5 96:2 98:2299:8 100:7 109:1124:23 136:2 138:8166:23 167:7,12182:2,21 202:20205:7 222:6 224:6,8226:22 227:5 228:8230:14 231:9

shares 31:24 32:734:3 40:18 71:2172:1 76:7,12,1699:25 100:2 104:23105:1 106:17 107:3109:16,25 110:18111:2,6,18 172:13174:22 175:4180:24 226:3

sharp 58:18 204:24sharps 88:4sheet 46:4 227:11shelf 160:18shibani 58:11shipped 147:7shire 229:15shop 158:15short 150:20 151:18shortage 143:12shorthand 3:15

69:18 239:1,10shortly 96:21 160:6

171:12 173:7213:11

show 31:6 115:18159:16 199:25215:4

showed 218:19

shown 110:6shows 214:13shut 98:18 111:10shy 66:19 197:5sic 18:14 29:19

164:13side 13:16,17,24

20:7 37:22 107:21107:23 114:8,9140:3 158:9,12,24158:24 159:4160:12 171:18181:8 183:13 190:7212:21 218:5,7,10219:6 226:15

signature 192:2significant 38:15

79:22 91:14,21,2595:1 104:13,17107:17 142:21,24149:15 155:25156:7

significantly 19:1668:3 156:9

similar 81:20 82:1203:4

simple 33:6 161:18218:4

simultaneously 39:642:16 67:22

single 12:19 20:1137:15 46:5,24 50:2264:5,16 66:15,19,2468:19

sir 32:14 40:11124:14

sit 27:3,20 36:1946:21 73:22 97:14130:9 138:17164:24 167:4174:15,20 175:2207:6 208:24209:11 210:10

site 126:21 127:20192:11

sitting 210:5situation 25:21

40:20 68:22 113:5126:18 153:13

six 12:17 38:3,639:23 71:5 73:897:7,9,9,15 102:5144:16 158:19166:16 203:25206:5

sixth 207:8size 99:15skeptical 36:17skip 154:16,23slashed 120:7slate 73:19 74:9 75:1slide 151:11 190:19

199:2slides 189:25 190:16

190:22 193:13,23slightly 96:25small 28:4 34:16

45:17 51:7,9,11145:2

smaller 96:25 136:1soccer 154:2societies 119:20

126:23 127:12sold 32:4,6 34:2

40:17 45:22 87:1193:13 104:14,16,22206:22

solely 22:8solemnly 10:23solid 139:23solodyn 48:10,23

49:5,11,18solodyn's 48:17solution 47:8solutions 9:9 110:6somebody 154:10somebody's 153:5somewhat 104:10

185:17soon 165:7,11,17

170:15

sorry 17:8 32:438:24 40:6 60:2176:22 99:17 108:14108:15 125:6 130:2131:9 132:4 145:12174:1 188:23191:10 198:23201:14 203:11207:9 208:21 229:2

sort 48:5 147:12sorts 197:4sought 128:4sounds 108:10source 83:18 84:7sources 96:7 195:25

209:15south 5:10southern 1:3 2:3space 16:12speak 12:14 98:14

98:17 99:5 100:12115:6 139:22 168:9168:17 169:20181:19 195:19230:6

speaking 12:17 13:939:6 42:16 64:14,1567:22 71:1,6 98:15169:2 172:12230:20 232:5

speaks 70:21special 64:22 65:1

70:3,14 76:3,2078:19,23 79:4,1980:3,4,6 82:10132:3 148:7 225:25227:17 233:15234:13

specialized 188:13specific 22:2 44:16

52:24 63:13 79:18153:20 159:9 166:3178:25 187:22198:18 230:15

specifically 18:1722:4 119:24 188:13

[shareholder - specifically]

Page 33


Exhibit 9 Page 256


197:25specifics 43:3

166:17 178:20speculate 17:7,20

27:18 54:24 211:21speculating 36:20speculation 29:2speculative 29:4speech 162:21spend 13:9 153:25

184:5 202:12spent 20:25 156:17

156:19split 65:13 128:10

156:23spoke 18:25 124:1

170:3spoken 12:19 19:3

19:10,25 71:24158:17,22 160:8170:7 181:23191:14

spokesperson 64:10spoon 125:21,22,24spreading 135:24spring 138:20 158:2square 5:3 10:16,18

40:25 41:3 43:1344:22 62:1,4 63:2564:3,6 65:3 69:370:18 71:7,17,2172:1,10 73:9,17,2074:11 76:7,12 83:2084:5,18 85:6 92:1993:21 94:7 95:2109:3 110:13 116:8128:1,5 132:12136:3 138:9 157:6168:10,14,18 169:3169:19 172:13173:23 174:4,23175:5,11,20 176:3176:13,20 177:6,18177:22 178:25180:23 181:21182:4 183:1 184:10

184:15 185:6,25203:4,16,18 211:17220:23 221:20222:14,16,23223:18,19 225:11225:12,20 233:10

square's 184:23staff 215:18stage 176:9stake 179:15stand 33:20 191:4

201:7standalone 134:3

203:5 211:15 212:4standard 112:17

126:18 204:10standards 201:6,21start 47:22 96:12

128:3 174:24175:23 180:4224:18

started 11:19 27:840:22 41:3 125:23165:1,3 167:10216:14

starting 165:6starts 132:5state 10:1 16:21

17:3 27:14 32:1752:13 99:21 102:17148:13 150:8171:24 238:9 239:2

stated 27:8 28:1553:18 56:21 59:182:22 104:1,2 112:1125:7 129:22144:19 148:23150:14 151:10164:19 169:21192:2,9 194:19200:24 208:13210:9 215:21 221:2

statement 7:1814:11,23 15:1618:11,23 19:1833:20 34:7 36:22

92:12 102:14103:16 115:15119:1 121:4 179:12204:21 222:16

statements 21:227:7 47:3 138:19149:19 182:16184:1 199:10,19222:7 223:6,7,21,23224:1,16

states 1:1 2:1 12:314:18 26:9 55:6,1455:25 145:5 192:13192:21

stating 58:20 61:1366:20 90:11

stearns 158:3,4,11stemming 185:17step 71:16stepped 177:24steps 36:8,11 43:10

45:1 121:14 122:17141:1 160:15183:15

sterne 58:17stipulated 105:7stipulation 96:9stock 22:14,23,25

23:4,8 26:13 31:1531:24 32:6 34:3,5,635:12 36:17,24 37:938:3,12,15 40:10,1640:22 41:1,7 42:643:7 67:21 72:487:1 89:17 91:2592:22 97:13 98:199:4 100:20 107:2109:16 110:9,15113:5,11 114:3,5,9115:11 116:12117:20,21 118:3119:4 129:17 130:2133:12,19 134:9,18135:9,12 139:7161:12,17 163:18174:13 179:2 183:8

202:18 203:12,19203:21 210:20211:5,6,8,15 212:1212:6,20,22 213:20213:24 225:14232:8

stockholder 34:2072:5 80:2 149:7177:17

stockholders 70:470:14 71:14 72:374:21 76:18 78:2481:17 99:1 101:6103:22 106:22135:18,19 205:3,18209:7 210:17 213:5227:10 232:11233:14,14 234:1,5

stop 16:23 110:3,14119:23 219:9 232:7

story 193:16straight 162:10

217:25strategic 30:22

44:14 188:10strategically 110:1

111:4strategies 19:15

41:20,24strategy 64:4 92:6

107:11 113:8,18115:8 132:9 151:19165:21

street 3:12 4:15 5:109:12 163:21 164:16172:8 182:10

strength 136:18138:19,24 140:12207:24 214:14

stretched 149:11strict 21:12strictly 131:11string 200:12strong 53:5 54:22

140:20 157:1,3208:15 215:4

[specifically - strong]

Page 34


Exhibit 9 Page 257


stronger 157:4strongly 123:9

127:13structure 97:19

151:18structures 150:18stuck 86:5sub 209:1subject 30:15 31:19

76:21 101:24 169:5192:7 195:5 234:12235:2 236:7,12

subjects 196:17submit 213:4submitted 63:20

198:7 208:6 214:12subscribed 239:21subscription 84:14

84:16,19subsequent 80:4

114:13 203:15222:4

subsequently 16:1145:23 98:18 217:19

subset 135:22 136:1136:7

substance 168:15223:23

substantial 18:173:4

substantially 70:20102:10 143:11203:9

subtone 107:8subtract 146:3successful 113:19successfully 92:7,15succession 155:17successor 155:19succinctly 211:10sue 221:23suffer 71:7sufficiently 52:24suggested 168:11suggestion 202:12

suggests 157:11suite 4:15 5:20sullcrom.com 5:23sullivan 5:17 10:13sum 154:11summarizes 70:12summary 69:21

178:25 208:9,10,11222:20 223:14,17223:24 230:21

sunday 200:13supplied 220:12supplies 144:21supply 143:12,17support 88:12,18

99:10,19 100:4,8187:20 189:8,17190:7 228:4,10231:18

supported 99:8190:17

supportive 87:5,898:22 126:6,12227:6 229:14 230:9

supports 55:15 56:3sure 22:16 23:25

25:18 30:15 31:2236:4 37:8 49:6 54:264:15 65:19 71:1278:8 79:25 84:1787:25 88:3,8 89:1590:4 95:15 103:5,20105:11,25 108:9113:24 117:25124:12 131:15138:3,6 139:9 140:5141:11,17 146:20147:16 154:15158:24 170:18174:5,14 182:1183:15,19,22184:20 185:4,10190:14 193:20194:6 198:15 199:5209:9 214:16234:19

surmise 66:20surprise 50:16surprised 66:23

182:13suspect 107:25sustainability 55:10sustained 91:13,21swear 10:23switch 231:23sworn 10:19 239:8syndicated 147:4synergies 14:8,13,22

15:3,12,17 16:1917:16,19,21,24 18:126:14,15,23,24 27:427:5,9,13,18,21,2228:1,4,7,12,16150:19 216:9,20217:1 218:3,13

synergy 28:11 216:4216:15 217:6

t

t 2:20 86:21,24 87:487:18 88:21 89:4,890:15,21 91:3,892:12 101:7 102:3,5103:3 114:12 194:4194:10,18 213:14222:7,15,22 223:18226:2,9

tab 12:20 31:7 75:14table 149:10 210:12

213:13 214:8tactics 131:23

132:17 133:6,6,15133:16,24 134:8135:7

tad 59:14take 9:18 18:14,19

19:2,9 20:2,1332:10 35:2 36:7,1136:24 57:3 65:2069:8 121:21 124:6127:3,19 137:9,16141:15 146:13160:14 162:15

195:20 219:10taken 3:11 19:19

22:16 43:9 122:7137:22 183:15217:9 239:5

takes 56:13talk 42:17 89:4

95:13 105:9 158:23189:10 212:5

talked 58:14,2187:23 107:2 118:19128:14,14 136:21164:7 165:24225:13

talking 49:16 53:781:4 147:6 208:12218:24,25 219:1

talks 221:10target 35:17 43:1

67:25 212:3 216:15targets 216:1,5tax 26:15,24 27:5,22

28:12 53:20 54:9,1554:21,23 55:3,4,655:10,14,15,25 56:456:12,15,21 150:1150:18 151:18

taxing 56:13taymaur 88:4tazarotene 142:10tazorac 142:5,10team 21:16,24 38:1

38:10 116:5,9,11119:2 121:14 137:8140:25 154:2 156:3158:22 165:3183:15 192:6195:18 218:1,14

team's 92:6teams 21:11 181:17

191:2,2technical 76:1tell 19:7 29:3,21

32:9 49:3 67:1271:20 84:12 107:5146:17,23 147:20

[stronger - tell]

Page 35


Exhibit 9 Page 258


150:4 152:9 154:25155:4 168:14193:12 197:5214:18 226:23229:10

telling 95:2tempered 195:16ten 21:15 34:12,24

66:14,25 79:10,10162:2 197:2 212:24

tender 41:6 42:643:6,10 45:1 71:17177:22 218:23232:19,24 233:5,7,8233:18 234:10,17235:9

tenure 142:17term 31:4 86:25

106:21 109:5,12,14113:19 150:20151:18 176:19177:2 225:13

termeer 2:23terminated 67:19termination 121:25terms 25:12 28:10

50:12 54:11,20 69:371:13 73:2 84:1991:25 101:2 145:20152:5 179:17202:24 222:22232:11

testified 11:5 66:23testifying 239:8testimony 10:23

104:2 125:2 151:16238:5 239:12

text 205:16thank 102:1 108:4

131:16 132:6 236:3236:9,25 237:1

thanks 237:1theoretical 25:20

26:10theory 28:5

thereof 210:7theses 145:23thing 34:21 149:2,4

164:15,22 185:15197:2 217:21236:20

things 39:17 56:291:9 107:9 155:14159:5 194:20214:24,25 216:13217:23 227:2 231:4

think 19:12,1723:14 30:12 31:332:8,10,11 34:1241:3 42:12 43:544:6,21 45:5 49:851:23 52:23 54:1654:21 56:6,7,18,2558:18 59:11 60:161:20 67:21 68:1170:21 71:10,11 76:182:8,9,21 83:5,1283:15,16,17 85:3,2286:1,4,11 89:1193:9,23 95:24 98:1098:25 99:13 100:18105:24 106:6 107:7110:12 112:4 114:5114:10 119:10121:7,10 123:16125:19,25 126:1,14128:2,10 129:2130:12,18 139:21139:24 141:5 143:1145:1 149:4,22151:1,25 152:7,20153:4,22 154:6,8,12155:6,13 156:9157:1 158:6 160:18161:10 162:18165:9,19,24 166:10168:16,22 169:6170:7 173:9,19,19175:12 176:5,8,18176:20,25 177:15178:17 180:21

182:5,5,12 183:18183:25 187:5,24190:5,13,15,23193:15 194:3,5196:16,24,25198:10 200:5201:18 202:20203:7 209:4 210:8,9211:8,23 212:21,23213:15 214:6 216:3216:21,23 217:7224:3,14 226:13228:7,22 229:8230:4 231:23,24236:15,16

thinking 155:2,5thinks 119:14 197:6third 23:20 57:25

134:6 156:18,23,25156:25,25 199:11199:21 200:6 206:8207:14 214:13215:4

thought 125:13145:14 166:9217:23

thousands 141:13three 47:15 52:19

54:25 75:15,2597:10 143:6 149:12222:4

till 173:6time 10:1 11:14

12:19 13:9,11,11,2518:1 19:18 20:7,720:25 22:23 23:1523:23 24:3 29:2530:9 31:6 33:1234:2,22 35:5,8,2036:7,10,16 37:24,2438:9 39:15,16 40:840:15,24 42:20,2349:20 60:3 61:2562:3,6 66:24 68:1469:8,11,14 73:575:19,22 78:23

80:24 87:9,11,14,1793:22 95:21 101:14101:17 103:21104:23,25 107:4110:13 111:10112:8 116:9 118:20127:3,19 133:10138:22 139:12141:11,20,23149:14 154:1156:10,16,19,23157:16 160:21163:6,9,21 164:1,18165:11 167:22170:1 173:13 174:9181:13 184:5 185:1185:18 186:5,8198:20 202:11,19203:7,8,8 206:17208:12 210:9,9,10212:8 214:4,8215:12 218:6,25219:13,16 223:13227:12 228:9 229:7229:12,13 232:10235:23 236:2 237:5239:6

times 52:19 66:21101:5 128:18149:13 158:17,19158:21,25 162:2,12162:23 194:20215:13

timing 131:23132:16 133:6154:21

timothy 2:22today 11:11 13:6,14

18:12 20:25 24:1327:3,20 30:17 33:1834:17 42:5 46:2173:22 74:14,2577:11 86:22 89:897:14 103:25116:13 118:4130:10 138:17

[tell - today]

Page 36


Exhibit 9 Page 259


167:4 168:7,18169:2 174:9,15,16174:17,20 175:2195:8 201:16202:18 203:21204:19 207:6208:25 209:11213:21 214:10216:17 219:24

today's 237:4told 18:6,8,13,17,22

19:1 23:16 33:1272:3,8 91:3 92:2093:7,12 125:25135:19 138:9198:18 227:5 228:8

tomorrow 117:11118:13

ton 162:6,23tone 93:11 123:12

197:9tonight 117:12

118:14top 61:2 103:15

116:19 139:11200:13 217:11222:5

topic 39:2 194:2,6topical 47:8topics 122:25 141:8total 35:16,17 97:9

148:4totaling 58:3totally 162:25tough 106:23 147:9town 4:7 13:14track 37:11 145:6

147:2trade 121:11traded 38:4,15trades 114:1trading 40:17 106:4

139:12 177:7 178:5178:7,9 179:19,20180:8,9 182:3 183:2183:17 184:9,13

202:19 203:10,12203:21

trajectories 47:2trajectory 47:24transaction 30:1,11

31:1 36:3,18 37:442:1,3 43:3 94:2095:8 112:8 135:13156:5 157:17165:15 217:2218:14 221:24223:1,1 224:10226:25 228:5 230:8230:18,25 233:4

transactions 92:8,16188:10 228:19229:12

transcribed 239:10transcript 7:22

57:21,25 80:13,2296:10 101:21108:21 133:1170:16,19 236:11236:13 238:3239:11,14,16

transcripts 80:25transgression 95:12traveling 154:3treasury 54:19,21

155:23 156:20trend 206:21trevor 2:19true 55:23 82:5

83:22 114:7 130:1149:1 153:15206:11,17,20207:17 238:6239:11

truth 10:24,25,25try 23:1 36:8,11

37:8 38:11 39:1877:21 78:12 90:24106:11 121:1123:19 130:15174:16 211:21

trying 28:13 32:1533:13 39:12 54:191:5 106:3 108:5114:6 119:7 129:4130:25 158:6 161:3218:16 223:12

turn 57:22twice 213:8twist 32:15two 13:23 19:15

20:9 30:22 44:1054:25 56:2 108:18109:2 134:4 137:11137:18 138:1 141:4146:14 153:7165:14 172:11193:7 200:3 218:17

twofold 38:22tyco 149:20,23

150:6,10,25 151:7151:13,17,20 152:3

tyco's 151:3,8

u

u.s. 40:6 50:2254:19,20,21 74:19154:2

ubs 51:19uh 58:12 61:24

76:25 102:13116:15 117:14133:8 146:11 168:4184:25 187:17203:1 205:15234:14

um 103:1umbrella 104:11unable 16:18 17:5

17:14 83:3 191:12unachievable

216:16unanimous 89:12,15unbalanced 121:8

121:20unclear 12:5uncomfortable

107:12

uncommon 88:1188:17

underpricing144:19

undersigned 239:1understand 11:11

12:11 28:13 32:1373:12,15 75:9 79:13106:4 110:22 115:7118:17 149:10156:4 184:21 211:7224:21 236:7

understanding22:12 47:20 72:16122:9,14 178:19179:4 186:24 187:9192:23 193:1,4207:7 232:18233:12,18,23 234:3

understands 223:5understood 110:11

121:24 176:9 182:6217:19 236:9

undertaken 54:19undervalued 32:7

33:23 34:4 114:3undervalues 33:19undervaluing 39:21underwriting 21:3

22:14underwrote 20:18

20:21unduly 86:3unfair 81:8 208:10

208:11unfairly 135:20unfriendly 85:18

86:11united 1:1 2:1 55:6

55:14,25 145:5unresponsive

162:10,17,25unsolicited 36:13

40:25 61:25 62:363:25 64:3,21 65:269:4 116:7 120:4

[today - unsolicited]

Page 37


Exhibit 9 Page 260


126:16 132:11133:17 157:6,8,12160:7,14 165:23166:1 169:13 172:5173:4 176:15179:10 211:3,13219:3,4 220:23232:16 233:8,25

unsound 111:4,6unsustainable 53:20

54:9,15 55:5,1656:5,16

unusual 124:14unwise 110:1updates 132:10upper 59:25uptake 40:9upwards 212:17urged 109:15urging 109:1 174:11use 23:22 116:17

140:23 142:24150:1 177:12178:12,14 223:14

uses 150:17,17usual 181:16usually 13:19 44:21

183:4,21

v

vague 52:21 130:13valeant 1:7 2:8,11

9:14 10:14 14:6,1214:20 15:3,9,10,1716:4,11,16,20 17:1617:25 18:7,14,14,1919:2,5,9,19 20:2,1320:15 21:2,20 22:422:23,25 23:8 25:2526:5,17,24 27:5,627:22 28:15,2529:16 30:2,10,1831:1 32:4 33:1835:22 36:2,12,17,2437:2,3 40:25 43:1345:21,23 46:1447:12,14 48:1,6,15

51:19 52:2,24 53:456:7,21 62:4 63:2564:2,6 65:3 67:1569:3 71:4,16 72:473:20 75:6 89:1,1089:17,21,24 90:6,1890:24 91:5,20 92:1492:19,21 93:4,8,1393:20 94:3,6,2095:3,8 96:4 97:1297:20,23 98:2399:10,20 100:8103:22,24 107:10107:17 109:1,6113:2,7,9,18 114:1114:7,9,11 115:9,10115:11 116:8,17117:17 118:3 119:4119:8,17 120:1,8,15120:17 122:19123:3,6,17 124:25125:8,14 127:7,15127:16 129:17130:2 132:12,21133:17,19 134:17134:18,24 135:7,8135:12,14,20,25136:5,9,10,11,18,21137:1,9,11,13,15,18137:23 138:10139:14 140:25141:3 142:21,21144:23 145:10,11145:11,23 146:19146:25 147:22149:2,20,23 150:10150:15,24 151:6154:10 157:7 159:3161:1,5,9 163:15,23164:2,13 166:9,25167:8,18 168:3,9,13168:18 169:2,13,19170:4 172:4 173:24174:4 176:13,19177:6 181:20184:23 185:19

188:18,19 189:13189:25 190:2,20191:6 192:8,24194:11,13 195:5,16196:7 197:4,10198:7,17 199:1,1203:3 204:22,25205:19 208:4,24209:6,9,19 210:6211:2,3,17 212:23213:7,17,18 214:17215:4,9,18 216:19217:8,11,17,21218:3 220:22221:22 225:1,9229:24 233:9

valeant's 16:1 21:823:12,15 45:9,11,2447:4 50:8 51:2,1551:21 52:10,1853:19 54:9,15 55:455:10,15,22 56:468:23 73:9 91:1392:5 113:10,11,22121:3,6 122:23128:8 129:14130:16 138:19139:23 140:13,19148:24 190:11199:11,20 206:8207:14 214:13216:8

valent 2:12 5:16valiant 98:1validity 92:5valuation 25:11

134:3 188:9 202:25214:4,5

value 31:4 34:435:10 38:2,12 39:2239:22 83:7 102:20102:23 103:8,11104:3 130:1 133:11134:24 145:6 166:3181:8 203:5,8,10204:4 205:2,3,7

210:12 211:5227:11 229:8 230:8

valued 34:7 37:9135:12 212:18214:3

values 102:10vanguard 96:19

98:21variety 160:1various 44:13 46:14

58:15 76:3 87:1100:25 133:6168:19 170:2175:14 178:25187:14 209:13

vary 19:15vast 229:6vastly 74:1,3vein 231:3venice 116:16

132:20vent 115:8venus 116:12 133:12

134:4venus's 134:9verbally 94:21 95:7

227:3 231:5,7verbatim 170:23

171:13verify 100:10veritext 9:9verse 117:18versus 9:14 203:4vetted 188:3vetting 188:6vice 86:21 155:22

196:23video 9:17videographer 6:5

9:4 10:19 35:4,742:19,22 69:10,1375:18,21 95:17,20101:13,16 141:19141:22 163:2,8186:4,7 219:12,15235:23 236:1 237:3

[unsolicited - videographer]

Page 38


Exhibit 9 Page 261


videotaped 1:143:10 9:6

view 30:16 33:1844:25 56:15 66:3,576:17 77:23 79:5,1279:15,16 82:8,2184:25 85:2 87:1389:9,11,12 90:9,1190:14 97:18,20102:7,15 109:11,12113:17,21 124:2190:21 193:19195:19 202:17204:4 210:7 213:18214:2 225:4,6,16,24225:25 226:19

views 16:21 17:339:17 78:2 87:1097:1,4 98:24 99:3100:16,25 117:17119:21 120:17126:20,20 136:7184:22,24 197:3225:10 226:12

vile 21:20 22:5136:21 137:1,10,15140:25 189:13192:8,25 194:13

villagran 1:21 3:149:8 239:24

violating 222:25224:7 225:7

violent 67:2virtually 91:15,23visible 187:25visit 100:22 201:16visited 98:4,5 113:4visits 159:23voc 9:16voice 64:5,16 68:19volume 1:17 3:10

145:8 146:4 238:16vote 65:22 70:18

71:8 76:12 78:1879:23 166:23229:23 231:11

233:7,15voted 63:13,17

65:11 69:18 70:1371:21 72:1,10 76:7167:7 183:8

voting 180:24vs 1:6 2:7,16

w

wachtell 172:23,25173:4,14,20 174:10174:21 175:3,9178:24 179:7186:12,15,22,24187:6,9 189:23

wait 106:19 177:4wald 4:13 10:8,8

12:1 15:5 17:819:11 30:3 32:16,1833:4 41:9,12,14,1842:7 44:8,15 45:350:18 52:4,21 53:653:24 54:5 55:1764:7 66:1 69:5,974:17 76:9 80:19,2383:23 93:23 94:896:8,15 101:10,18102:1 105:5,7,23106:12 108:4,6,9,12108:20 112:11,14112:19 113:12114:16,19 115:12124:12,18 125:1,5127:9 129:2,4,6,9129:19,21 131:9,13131:16,18 132:4,23134:19 141:17142:6 145:13147:24 150:11151:23 152:6 153:2153:19 162:3,12163:1,4 170:17171:5 176:6,16177:8 178:10180:15 184:17185:9 187:2,19188:20,23 189:5,10

190:3 191:7 201:12201:22 207:9 208:1208:19 211:18214:15 215:20223:4 224:12228:13,17,24 230:3232:20 233:11234:18 235:10,14235:18 236:9,20,22236:24 237:1

walked 154:10195:12

wall 163:21 164:16172:8 182:10

want 32:20 33:1067:11,13 80:1185:24 89:9,22 90:193:7,19 94:19 95:295:7,15 105:19112:2 115:3 134:6142:6 146:9,20147:16 150:8162:20 164:5,8183:10 187:15196:16 217:14227:12 231:25

wanted 25:4 79:23111:2 169:4

wanting 217:20wants 33:3 128:20

201:22warned 221:22warning 174:11watching 199:20

226:4watkins 4:4,12 10:8

10:11 189:23way 9:24 19:12 27:1

28:18 30:12 42:848:6 66:13 98:25100:20 110:5,7111:12 123:15127:24 138:23142:2 153:16 159:4159:6 166:5 167:5168:13 169:17

178:8 196:21204:14 208:16212:1,18

ways 48:21 148:25we've 13:20 33:12

57:8 59:1 60:171:14 73:4 80:489:6 101:18 112:17120:3 149:12152:24,24 153:21160:17 169:14202:21 203:7213:24 216:4225:13 226:11,13229:7 236:10

weakness 206:11207:17 214:14

web 126:21 127:20192:11

website 183:24week 165:10weeks 20:9 99:18

109:2 200:3 206:24weighed 82:19welcome 174:18wellington 96:19,25went 95:25 107:2

157:22 158:10160:24 190:9,22202:8,9

west 3:11 9:12whereof 239:20whispers 9:20wholesalers 147:5william 2:15 5:4willing 98:13 99:4

99:21 126:20window 109:22

110:19windows 109:23wish 14:15 18:2

28:18,19 34:10 72:492:21 93:12 97:1298:1 105:15 119:10120:3,20 138:15140:22 149:8

[videotaped - wish]

Page 39


Exhibit 9 Page 262


witness 10:4,9,11,1933:5 41:15 129:8150:12 211:19,20239:20

witnesses 239:7won 40:20word 14:14 23:22

71:23 85:6 116:16164:6 190:23196:24 198:10

words 166:4 193:2,3199:24 223:11

work 21:23 33:1035:24 46:11,13,1646:25 51:4,7,10101:6 113:22167:23 189:17,18189:20,22,24190:17 191:2195:18 236:17

worked 21:14 22:9137:20 197:1

workforce 63:5,22149:16

working 21:1138:21 44:4 58:1678:22 119:19160:11

world 58:17 104:9107:23 120:13

worldwide 56:20126:23 143:6182:15

worst 79:8,13worth 27:9wrap 219:11write 21:7 24:24

91:10,19 92:3119:17,25 120:14120:16,22 121:2124:16 126:1,6,12127:6 159:3 182:14

writers 121:1writes 14:4 102:5

103:3

writing 66:5 88:2591:2,3 94:18,2198:8 100:10,19105:17 118:7120:23 227:2 231:5

written 11:18 13:314:14 71:19,2378:11 89:19 92:1892:20 174:10226:23 230:15

wrong 49:13 110:5190:23

wrote 18:10 99:1899:23

y

yeager 6:5 9:7yeah 14:2 25:18

26:21 38:7 41:9,1442:17 45:22 50:752:23 57:8 58:1959:16 61:5 65:1468:2,7,11,15 87:2088:8 90:4 93:2596:1 98:6 103:5104:5 109:7 110:23113:14 124:20125:20 127:10129:20 134:20139:9 145:18,18,22152:19 154:17167:17 175:1 176:5179:4 180:3 185:4,4189:6 206:13224:14 228:15229:3 230:4,4233:23 234:25236:21

year 13:21 20:9 25:334:12 35:19 54:2462:8,21 68:5 91:24141:14 143:5,9,14143:19,23 144:1,5,8144:12,14 146:18146:24 148:11149:13 152:12158:18,22 200:6

207:2 208:8,14211:14 212:10,12212:13 214:18

years 12:18 16:6,1817:14 21:15 34:1135:16 37:17 54:2554:25 55:1 56:2357:5 58:14,22 59:259:21 66:14,2567:25 68:17 83:2187:2 147:10 155:16157:19 159:25160:10 165:24197:1 202:8 213:23

yellow 223:25yep 13:7 61:11 75:8

103:15 191:25yesterday 25:9

31:18 33:17 35:1110:15 212:11

york 13:15,22 99:24172:2

young 188:15

z

zero 47:22 83:20142:4 181:9 184:5205:8

zone 40:8zones 208:13

[witness - zones]

Page 40


Exhibit 9 Page 263

Documents

EXHIBIT 9 - Reutersblogs.reuters.com/alison-frankel/files/2014/10/allerganvpershing... · Exhibit 9 Page 165. HIGHLY CONFIDENTIAL David Pyott - 10/10/2014 Page 10 1 please state them