ExecutiveUS

BIOVAIL CORPORATION

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 7th day of March, 2003

BETWEEN:

Biovail Corporation
(hereinafter called the "Corporation")

OF THE FIRST PART

- and -

Gregory J. Szpunar
(hereinafter called the "Executive")

OF THE SECOND PART

        WHEREAS the Corporation, and the Executive wish to enter into this Employment Agreement which provides, among other things, that the Executive devote all his time and attention during normal business hours to the performance of his duties hereunder upon the terms and conditions hereinafter set forth;

        NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto agree as follows.

ARTICLE ONEGENERAL DUTIES AND TERM

Employment Services

1.01    The Corporation hereby engages the Executive to perform the services described in Schedule A attached hereto and the Executive agrees to provide such services on the terms and conditions as herein provided.

General Duties and Obligations of Executive

1.02    The Executive shall:

(a)

well and faithfully serve the Corporation to the best of his ability;

CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH "**".

AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

1

(b)

acknowledges that his employment by the Corporation shall, unless otherwise mutually agreed to in writing, be his only occupation and that he/she will devote all his working time and attention during normal business hours to the performance of his duties and the observing of all reasonable instructions given to the Executive;



(c)

shall use his best efforts to promote the success of the business of the Corporation (the "Business") now or hereafter conducted by the Corporation; and



(d)

shall not engage in any activity during normal working hours that would impair his ability to perform his duties or that will put the Executive in conflict with respect to such duties.

Term of Agreement

1.03    This Agreement shall commence within 30 days of the effective date of the merger of Pfizer Inc. and Pharmacia Corporation, and shall continue in full force and effect until terminated by either the Executive or the Corporation pursuant to the terms hereof.

ARTICLE TWOTERMINATION AND RESIGNATION

I Termination by the Corporation

A Without Just Cause

2.01    a) During the term of this Agreement, the Corporation may terminate the Executive's employment without just cause at any time upon the payment by the Corporation to the Executive of an amount (the "Severance Payment") equal to 12 months (the "Severance Period") base salary, and including the vesting during the Severance Period of any unvested options or the payment of any other amounts or benefits. (For greater certainty and by way of example, if the Executive is terminated on January 1, the Executive would not be entitled to receive any further grant of options but would be entitled to have vested during the ensuing Severance Period any previously granted but unvested options which would have otherwise vested during the Severance Period.) The Severance Payment shall be paid to the Executive as follows: (i) during the first six month period (the "Initial Period") following the termination of the Executive (the "Termination Date"), the Executive shall remain on the Corporation's payroll and shall continue to receive his base salary on the same basis as such remuneration was paid prior to the Termination Date; and (ii) upon the first business day of the seventh month following the Termination Date, the Executive shall be entitled to receive in a lump sum payment (net of all required taxes and other deductions required to be withheld by the Corporation) the balance of the Severance Payment.

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