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CNBC Transcript: CNBC Exclusive: Actavis CEO Brent Saunders and Allergan Chairman & CEO David Pyott Speak with CNBC's "Squawk on the Street"

WHEN: Today, Monday, November 17th

WHERE: CNBC's "Squawk on the Street"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Actavis CEO Brent Saunders and Allergan Chairman & CEO David Pyott after announcing Actavis' acquisition of Allergan. Following are links to the interview on CNBC.com: http://video.cnbc.com/gallery/?video=3000330778 and http://video.cnbc.com/gallery/?video=3000330786.

All references must be sourced to CNBC.

DAVID FABER: WE ARE JOINED ON SET BY DAVID PYOTT OF COURSE CHAIRMAN AND CEO OF ALLERGAN. BRENT SAUNDERS AS WELL THE MAN WHO RUNS ACTAVIS. THE BIG DEAL TODAY, WE ARE GOING TO SORT OF GET A LOT OF APPLAUSE AROUND THE BELL HERE. THEY ARE NOT NECESSARILY APPLAUDING YOUR DEAL HERE.

CARL QUINTANILLA: YEAH, AS JIM JUST SAID, WHEN YOU DO A DEAL, NOW IT IS HERE. IT IS GREAT TO HAVE YOU GUYS. BY THE WAY WILL GET A LOOK AT THE S&P AT THE TOP OF YOUR SCREEN REALLY QUICKLY AND TELL YOU WHO IS DOING THE HONORS DOWN HERE AT THE BIG BOARD AT THE NYSE. ETF PROVIDER WISDOM TREE DOING THE HONORS AND AT THE NASDAQ TKAI PHARMACEUTICALS FOCUSING ON THE THERAPIES OF PROSTATE CANCER.

FABER: SO ONE OF THE BIGGEST DEALS OF THE YEAR AND CERTAINLY ONE OF THE BIGGEST IN PHARMA COMING AFTER A LONG BATTLE IF YOU WILL BETWEEN ALLERGAN AND VALEANT AND WE ARE JOINED BY DAVID PYOTT AND BRENT SAUNDERS. MR. SAUNDERS LET ME START WITH YOU IF I CAN BECAUSE I MENTION VALEANT OF COURSE. AND I SPOKE TO PEOPLE CLOSE TO THE COMPANY THIS MORNING WHO AS YOU MIGHT IMAGINE ARE QUITE DISAPPOINTED AT THEIR FAILURE TO ACQUIRE ALLERGAN. BUT THEY SAID TO ME, "MAN THAT NUMBER, 219, IS AN AWFULLY BIG NUMBER. WE HAD A BIGGER SYNERGY NUMBER THAN THEY DID AND YET THEY ARE PAYING A PRICE THAT WE COULD NOT PAY." HOW CAN YOU JUSTIFY PAYING IT?

BRENT SAUNDERS: LOOK, THIS IS A GREAT DEAL FOR BOTH SHAREHOLDERS. IT WAS FAIRLY NEGOTIATED, BUT MOST IMPORTANTLY, WHAT DOES IT CREATE? THAT ONE OF THE FASTEST GROWING PHARMACEUTICAL COMPANIES IN THE WORLD WITH TOP LINE GROWTH, ACCRETION AND BOTTOM LINE DOUBLE DIGIT ACCRETION. SO THIS IS GOING TO CREATE LONG TERM VALUE FOR ALL OF OUR SHAREHOLDERS.

FABER: BUT AGAIN, BACK TO MY QUESTION, WHY DO YOU BELIEVE – WHY ARE YOU COMFORTABLE PAYING WHAT IS CLEARLY A VERY HIGH PRICE AND ONE, CERTAINLY, THAT MANY OF US MIGHT NOT HAVE ANTICIPATED EVEN A COUPLE OF MONTHS AGO?

SAUNDERS: LOOK, THIS IS THE BEST RUN COMPANY IN PHARMA. I THINK, JIM, YOU HAVE MENTIONED THAT MANY TIMES YOURSELF.

JIM CRAMER: MULTIPLE TIMES.

SAUNDERS: AND FOR US TO BE ABLE TO COMBINE OUR COMPANY WITH THIS GREAT COMPANY, THAT DAVID AND HIS TEAM BUILT OVER THE YEARS, IS A FABULOUS LONG TERM OPPORTUNITY TO CREATE VALUE FOR OUR SHAREHOLDERS. WE OVERLAP IN THREE OF THE FOUR THERAPEUTIC AREAS IN WHICH THEY OPERATE. OUR INTERNATIONAL OPERATIONS MOVE INTO SCALE, WE ARE ABLE TO ACHIEVE $1.8 BILLION OF SYNERGIES. INDUSTRIAL LOGIC IS INCREDIBLY SOUND, AND YET, WE HAVE ACCRETION TO GROWTH. HOW MANY DEALS OF THIS SIZE AND SCALE DO YOU SEE ACCRETION TO GROWTH FOR THE LONG TERM?

FABER: YOUR COMPANY HAS BEEN SO BUSY. ARE YOU TAKING ON TOO MUCH? I MENTION IT BECAUSE OF COURSE THE FOREST LABS DEAL DIDN'T CLOSE ALL THAT LONG AGO, NOT TO MENTION WARNER CHILCOTT. I MEAN YOU ARE PILING THEM ONE AFTER ANOTHER, AFTER ANOTHER. BY THE WAY, A CRITICISM YOU LODGED AT VALEANT. IS IT APT TO SAY THE SAME HERE ABOUT YOUR MERGER PARTNER?

DAVID PYOTT: WELL I THINK THE BIG DIFFERENCE IS HERE WE HAVE A GREAT CULTURAL FIT. A VERY LARGE NUMBER OF COMMON GOALS. OF COURSE, BRENT AND HIS TEAM HAVE A GREAT TRACK RECORD NOT ONLY IN THEIR SUCCESSFUL COMMITMENT TO R&D, THEY HAVE SEVEN NDAs PENDING FDA FOR 2015, QUITE AN ACHIEVEMENT. AND ALSO, A GREAT TRACK RECORD OF BUILDING GREAT FRANCHISES AND BRANDS. SO WE HAVE THAT IN COMMON AND BRENT HAS SHARED WITH ME THAT HE THINKS THE COMBINED COMPANY WILL VERY MUCH BE MADE UP OF AN AMALGAM OF ACTAVIS AND ALLERGAN MANAGEMENT TEAMS AND WE FEEL REALLY GOOD ABOUT THAT.

FABER: AND YOU FEEL COMFORTABLE INTEGRATING ALL OF THOSE BUSINESSES?

SAUNDERS: WE DO AND TO BE FAIR, WE HAVE COMPLETED MOST OF THE FOREST ACQUISITON AND WARNER CHILCOTT HAS BEEN WELL DONE. SO BY THE TIME THIS DEAL CLOSES, FOREST WILL BE DONE.

CRAMER: ALRIGHT DAVID, ONE OF THE THINGS YOU HAVE ALWAYS EMPHASIZED TO ME IS THAT THE R&D BUDGET IS THE BIGGEST PER SALES AND THAT IS HOW YOU HAVE DONE SO WELL. ANY ASSURANCES HERE VERSUS SAY VALEANT THAT THAT R&D BUDGET IS GOING TO CONTINUE IN ITS SIZE?

PYOTT: YEAH I WAS VERY, VERY HAPPY OF COURSE WHEN WE GOT INTO VERY DETAILED DISCUSSIONS THAT BRENT, IN THE PRESS RELEASE, HAS POINTED OUT, THAT THE COMBINED COMPANY WILL INVEST $1.7 BILLION IN R&D. THE REDUCTIONS ACROSS THE TWO COMPANIES ARE PRETTY MODEST AND I KNOW HE HAS A VERY DISPASSIONATE APPROACH JUST LIKE WE DO AND IT IS GOING TO BE A GREAT FUTURE.

SAUNDERS: IF I COULD ADD, JIM, I MEAN, $1.7 BILLION IN R&D IS A HUGE COMMITMENT. I THINK WE ARE CUTTING – I THINK VALEANT PUT OUT A PRESS RELEASE OR A SLIDE DECK THIS MORNING THAT SAID $900 MILLION CUT IN R&D. WE ARE TALKING ABOUT HALF OF THAT OR EVEN LESS THAN HALF OF THAT IN CUTTING. BECAUSE R&D IS THE LIFEBLOOD OF OUR INDUSTRY. WE HAVE ONE OF THE GREATEST COMBINED LATE STAGE DEVELOPMENT PORTFOLIOS IN THE INDUSTRY, WHICH WILL SUSTAIN GROWTH FOR THE FORSEEABLE FUTURE.

PYOTT: ONE THING THAT WASN'T PICKED UP ON IN SYNERGIES WAS REVENUE SYNERGIES WHICH AREN'T IN THE ACTAVIS NUMBERS, BUT I'M REALLY EXCITED ABOUT THOSE PROSPECTS GIVEN THE GOOD BUSINESS OVERLAPS WE HAVE THERAPEUTICALLY AND ALSO INTERNATIONALLY.

CRAMER: THE 1650 – I'VE BEEN USING 17 FOR NEXT YEAR – HOW MUCH OF THIS IS BOTOX? HOW MUCH IS OPHTHALOGICAL? HOW MUCH IS THINGS WE DON'T KNOW ABOUT?

PYOTT: RIGHT. REALLY THAT 17 IS FOR BRENT, YEAH.

CRAMER: RIGHT. BUT WHAT I'M SAYING IS, WHEN YOU LOOK AT YOUR NUMBERS, WHAT DID YOU HAVE – I MEAN YOU HAVE HAD A LOT UP YOUR SLEEVE THAT YOU HAVE BEEN VERY CONSERVATIVE, BUT THERE IS A QUANTAM LEAP IN THE AMOUNT OF EARNINGS POWER FOR ALLERGAN THAT I KNOW BOTH OF YOU ARE TAKING INTO ACCOUNT. WHAT IS BEHIND THE QUANTAM LEAP?

PYOTT: WELL, I THINK WE HAVE SUCH A GREAT NUMBER OF GROWTH DRIVERS ON OUR SIDE BETWEEN NOW AND 2019 ABOUT SEVEN PRODUCTS. LED OFF THE TOP BY BOTOX THERAPEUTIC. YOU KNOW ALL THE CONDITIONS VERY WELL – MIGRAINE, BLADDER, SPASTICITY – AND THEN RESTASIS, AND THEN BOTOX COSMETIC. AND YOU HAVE SEEN THE FILLERS GOING THROUGH THE ROOF. AND AS WE GOT INTO DISCUSSIONS WITH THE ACTAVIS MANAGEMENT TEAM WE WERE REALLY, REALLY IMPRESSED BY THEIR GROWTH PROSPECTS FOR THEIR MAJOR BRANDS.

SAUNDERS: AND JIM, WITH THE STRONG DOUBLE DIGIT ACCRETION IN THIS DEAL, WE HAVE AN ASPIRATION OF $25 OF EPS IN 2017.

CRAMER: FOR THE COMBINED COMPANY? $25?

SAUNDERS: FOR THE COMBINED COMPANY.

QUINTANILLA: DAVID, FOR ALL OF THOSE CEOS AND MANAGERS OUT THERE WHO FIND THEMSELVES IN THE SPOTLIGHT OF ACTIVIST INVESTORS, YOUR BEST ADVICE?

PYOTT: PERFORM, PERFORM AND PERFORM. OUR TEAM, ALL OF THE EMPLOYEES WORLDWIDE, HAVE DONE A GREAT JOB. YOU HAVE SEEN THE ACCELERATION AND GROWTH. LAST QUARTER, AMAZING. SEVENTEEN PERCENT GROWTH. A TESTAMENT TO THEIR COMMITMENT, TO FOCUS, DELIVERING THE R&D PIPELINE, CUSTOMER SATISFACTION. AND IF THERE IS ONE HAPPY THING FOR ME TO TALK ABOUT, SINCE THE DAY BEFORE THE BID CAME AND NOW, WE HAVE CREATED $20 BILLION WORTH OF VALUE FOR OUR STOCKHOLDERS.

FABER: OBVIOUSLY, VALEANT HAD SOMETHING TO DO WITH THAT. THEY HELPED YOU ALONG IN TERMS OF CREATING THAT VALUE.

PYOTT: I THINK SOME OF IT WAS ALREADY INHERENTLY THERE. YOU SAW THIS TREMENDOUS ACCELERATION IN VALUE. BUT I THINK YOU KNOW, WHEN YOU ARE PUT IN THIS – I'LL CALL IT UNCOMFORTABLE POSITION – WE ARE PUT INTO OUR DISCOMFORT ZONE AND THAT REALLY CAME TO OUR FRUITION IN TERMS OF SAVINGS, BUT ALSO, THE DELIGHT WITH OUR CUSTOMERS. WE HAVE RECEIVED, AS YOU KNOW, HUNDREDS OF LETTERS, HUNDREDS OF COMMENTS, THE PHYSICIAN COMMUNITY SUPPORTING US. AND AS BRENT AND I WALKED INTO THE SET, WE WERE TALKING ABOUT OUR COMMON EXPERIENCES IN OPHTHALMOLOGY IN THE PAST, WHEN HE LED BAUSCH+LOMB. AND I AM CONVINCED OUR PHYSICIANS ARE GOING TO BE REALLY HAPPY HAVING BRENT BACK INTO OPHTHALMOLOGY, BUT ALSO FOR ME TO INTRODUCE HIM TO THE OTHER SPECIALITIES THAT I KNOW SO VERY WELL.

FABER: NOW VALEANT HAS PUT A STATEMENT OUT JUST MOMENTS AGO SAYING THEY COULD NOT JUSTIFY A $219 PRICE. SORT OF ALONG THE LINES OF MY FIRST QUESTION TO YOU. BUT YOU CHOSE NOT TO ENGAGE WITH THEM AT ALL. YOU HAVE DELIVERED QUITE A PRICE FOR YOUR SHAREHOLDERS. NOBODY CAN ARGUE WITH THAT. ABOVE WHAT CONCEIVABLY THEY WOULD HAVE PAID. BUT WHY, ESPECIALLY IN THIS END GAME HERE, WHEN YOU DECIDED, "OK, WE ARE GOING TO MOVE TOWARDS POTENTIAL SALE." WHY NOT HAVE ENGAGED WITH VALEANT?

PYOTT: WELL, AS WE HAVE ALWAYS SAID FROM THE BEGINNING, OUR VIEW WAS THAT THE OFFERS NEVER CAME EVEN CLOSE TO THE INTRINSIC VALUE OF THE COMPANY. AS OF FRIDAY, THE IMPLIED OFFER WAS $183. SO YOU KNOW, $11 BILLION GIVE OR TAKE AWAY FROM WHAT ACTAVIS IS WILLING TO PAY FOR US. AND I REALLY FEEL THAT THIS IS A FAIR PRICE. AND WE HAVE HAD EXPERT ADVICE ON OUR SIDE AND I KNOW ACTAVIS HAS HAD EXPERT ADVICE FROM THEIR INVESTMENT BANKERS ON THEIR SIDE. SO I THINK IT IS A VERY FAIR DEAL FOR BOTH PARTIES.

CRAMER: BRENT ARE YOU LOOKING AT SOME THINGS THAT BOTOX CAN DO THAT WE HAVEN'T THOUGHT OF YET? I KNOW THAT EVEN FIVE YEARS AGO I DIDN'T THINK MIGRAINE, THEN I DIDN'T THINK CERTAIN INCONTINENCE PRODUCT IT IS PROBABLY THE GREAT WONDER DRUG WHEN IT COMES TO SPASM WHEN IT COMES TO MUSCLE PROBLEMS ARE YOU SEEING MUCH LARGER POSSIBILITIES FOR THE DRUG THAN WE THINK NOW?

SAUNDERS: THAT'S ONE OF THE REASONS WE FEEL THIS PRICE IS FAIR. WE'VE GOTTEN TO DO DUE DILIGENCE WE'VE GOTTEN TO SEE THE PIPELINE WE'VE GOTTEN TO SEE ALL THE WONDERFUL THINGS THAT WILL DRIVE VALUE IN THE FUTURE AND BOTOX IS GOING TO BE A VERY LARGE PART OF THAT. THERE ARE MANY OTHER APPLICATIONS FOR BOTOX IT IS A DRUG AND A PIPELINE AND A SUITE OF PRODUCTS ALL IN ONE. AND WE'RE VERY EXCITED TO BE WORKING WITH BOTOX.

CRAMER: AND DAVID YOU SAID OVER AND OVER AGAIN WHEN YOU CAME ON THE SHOW LISTEN YOU DON'T PLAY FOR DINNER. YOU DIDN'T NEED TO DO THIS YOU JUST FELT IT WAS GREAT FOR SHAREHOLDERS. WHAT'S NEXT?

PYOTT: WELL MY FIRST FOCUS IS THE MAKE SURE THAT WE COMPLETE THIS TRANSACTION TREMENDOUS FOCUS ON PASSING WHAT I LIKE TO CALL THE OLYMPIC TORCH TO THE NEW TEAM AND OF COURSE AS WE SAID EARLIER IT WILL BE A COMBINATION OF PEOPLE FROM ACTAVIS AS WELL AS SOME MEMBERS OF THE LEGACY ALLERGAN TEAM. I FEEL REALLY GOOD ABOUT THIS. NOT ONLY FOR STOCK HOLDERS BUT OUR EMPLOYEES AS WELL AS OUR PHYSICIAN COMMUNITIES.

FABER: MR. SAUNDERS YOU HAVE GONE FROM BEING A COMPANY FEW PEOPLE FRANKLY WERE THAT AWARE OF TO BEING ONE OF THE WILL BECOME WITH THIS DEAL WHEN IT CLOSES ONE OF THE LARGEST PHARMA COMPANIES OUT THERE CERTAINLY IN TERMS OF MARKET CAP NOT TO MENTION REVENUES. ARE YOU READY TO TAKE ON AN ORGANIZATION THIS SIZE? DO YOU FEEL CONFIDENT THAT YOU HAVE THE ABILITIES AND THE MANAGEMENT TEAMS HAS THE ABILITIES TO RUN WHAT IS GOING TO BE AN ENORMOUS ORGANIZATION WITH A VERY BROAD PRODUCT LINE?

SAUNDERS: ABSOLUTELY. LOOK OUR COMBINED MANAGEMENT TEAM BOTH FROM ALLERGAN AND ACTAVIS IS READY TO DO THIS AND WHERE WE DON'T HAVE THE RIGHT SKILLS WE WILL GO OUTSIDE AND BRING IT IN. BUT THE REALITY IS OUR GOAL WAS NEVER TO BE BIG AND OUR GOAL ISN'T TO GET BIGGER OUR GOAL IS TO BE THE FASTEST GROWING AND THAT'S WHAT THIS TRANSACTION IS ALL ABOUT. IT IS TO CREATE GROWTH PHARMA AGAIN.

FABER: BUT OF COURSE PART OF YOUR STRATEGY TO BE THE FASTEST GROWING DOES SEEM TO RELY ON ACQUISITIONS CERTAINLY IT HAS.

SAUNDERS: I THINK WE HAVE DONE A FEW ACQUISITIONS BUT OUR BUSINESS DIDN'T NEED THOSE ACQUISITIONS WE HAVE STRONG ORGANIC GROWTH. LAST QUARTER WAS A GREAT DEMONSTRATION OF THAT. 83% GROWTH. IF YOU LOOK AT OUR BRANDED PRODUCTS WE HAVE 14 OF OUR 17 BRANDS GROWING IN DOUBLE DIGITS QUARTER OVER QUARTER. SO WE HAVE A VERY DURABLE PLATFORM, GREAT DIVERSITY AND GREAT LONG LIVED ASSETS.

FABER: MR. PYOTT WE HAVEN'T HEARD FROM BILL ACKMAN ONE OF YOUR LARGE SHAREHOLDERS, 9.7% OWNER OF YOUR STOCK AT HIS HEDGE FUND PERSHING SQUARE. I DON'T KNOW IF HE IS STILL GOING TO HOLD THE MEETING ON DECEMBER 18 WHAT ARE YOUR EXPECTATIONS ARE YOU STILL GOING TO HAVE TO POTENTIALLY HAVE THAT MEETING?

PYOTT: WELL WE WILL SEE HOW THAT UNFOLDS. BUT OF COURSE THE GOAL OF ANY ACTIVIST INVESTORS YOU SO ABLY STATED IS TO MAXIMIZE VALUE SO THAT GOAL PERSUMABLY HAS BEEN ACHIEVED. AND OF COURSE JUST AS A SIDELINE YOU KNOW OUR LITIGATION ON INSIDER TRADING SUIT THAT CONTINUES.

FABER: THAT WILL CONTINUE?

PYOTT: IT CONTINUES.

FABER: WHY?

PYOTT: WELL AT THE END OF THE DAY I PERSONALLY AM QUITE DISTURBED ABOUT THE SHAREHOLDERS THAT SOLD THEIR STOCK IN THE PERIOD NOT KNOWING THAT THERE WAS A BID COMING FROM THE OTHER SIDE. SO I THINK WE HAVE A FIDUCIARY OBLIGATION TO PROTECT THOSE INTERESTS.

FABER: IN TERMS OF AT LEAST PRECEDENT.

PYOTT: ABSOLUTELY.

FABER: AND THE FUTURE.

CRAMER: I WANT TO TALK ABOUT THE ALZHEIMERS FRANCHISE HOW UNDERINVESTED AND HOW WAS FORREST LABS NOT THINKING THE BIG PICTURE VERSUS WHAT YOU'VE DONE WITH THAT FRANCHISE?

SAUNDERS: WELL LOOK WE WERE THE LAST BRANDED PLAYER IN ALZHEIMERS WE HAVE 100% SHARE OF VOICE AND WE HAVE A GREAT FRANCHISE IN NAMENDA WE NOW HAVE NAMENDA XR ONCE DAILY AND WE HAVE AT THE FDA A COMBINATION OF NAMENDA XR AND DANEPORZOR ARICEPT SO WE ARE IN THE ALZHEIMERS GAME FOR THE LONG TERM AND ONE OF THE THINGS YOU ARE GOING TO START SEEING DO IS LEARN FROM OUR NEW COLLEAGUES FROM ALLERGAN ABOUT DTC, WE'VE GOUT OUR IRRITABLE BOWEL SYNDROME DRUG AND WE ARE GOING TO LAUNCH DIRECT TO CONSUMER ADVERTISING FOR NAMENDA XR IN THE COMING WEEKS.

CRAMER: THAT'S WHAT I WANT TO ASK WILL WE ALL TAKE IT. WE WILL ALL TAKE ARICEPT BECAUSE ANYONE SEEMS TO BE VULNERABLE TO ALZHEIMERS. CAN YOU PROVE THAT IF WE JUST TOOK IT NOT A LOT OF DOWNSIDE AND PERHAPS MAYBE FORESTALL IT.

SAUNDERS: THAT'S CLEARLY NOT IN THE LABEL. THAT'S NOT THE FDA PROVED INDICATION AND IT REALLY IS FOR MODERATE TO SEVERE ALZHEIMERS AND THAT'S THE PEOPLE WHO SHOULD BE TAKING IT.

FABER: THE $1.8 BILLION WORTH OF SYNERGIES IN THIS DEAL IS CERTAINLY GOING TO BE FOCUSED ON BY INVESTORS AND YOUR ABILITY TO DELIVER THATIS GOING TO BE IMPORTANT. HAVE YOU DELIVERED ON YOUR PREVIOUS SYNERGY TARGETS MR SAUNDERS? I THINK AS MUCH AS $1.7 BILLION IN SYNERGIES COMING INTO 2015?

SAUNDERS: YES ABSOLUTELY WE HAVE A TRACK RECORD IN FACT OF NOT ONLY DELIVERING THEM BUT DELIVERING THEM FASTER. OUR BELIEF IS WHEN YOU DO SYNERGIES YOU DO IT AS QUICKLY AS POSSIBLE THAT HELPS THE EMPLOYEE IT HELPS CREATE A BETTER MORALE INSIDE THE COMPANY BUT IT ALSO CREATES MORE VALUE. THE FASTER YOU GET A SYNERGY THE BETTER WHEN YOU LOOK AT FORREST WE ANNOUNCED A BILLION DOLLARS IN SYNERGIES WE HAVE THIS YEAR A BILLION DOLLARS IN SYNERGIES WE ARE GOING TO TRY AND OVER DELIVER THAT. AND SO THAT'S THE TRACK RECORD WE HAVE WE HAVE A GREAT TEAM A DEDICATED OFFICE INSIDE OF ACTIVIST WE WILL WORK CALOBORATIVELY WITH ALLERGAN TO DO THIS AND YOU HAVE TO DO IT AND GROW THE BUSINESS THAT'S THE KEY. ANYBODY CAN CUT COSTS BUT CAN YOU CUT THE COSTS AND GROW THE BUSINESS LIKE WE HAVE DEMONSTRATED TIME AND TIME AGAIN.

FABER: RIGHT OF COURSE ALLOCATION OF CAPITAL IS ALSO IMPORTANT IN YOUR BUSINESS YOU ARE TAKING YOUR LEVERAGE RATIO UP HERE I AM NOT SURE WHERE YOU ARE TAKING IT TO. WHERE ARE YOU TAKING IT TO?

SAUNDERS: SO IT WILL BE A LITTLE OVER 4 TIMES BUT WE ARE MAINTAINING OUR INVESTMENT GRADE RATING WHICH IS VERY IMPORTANT TO US. WE ARE ALSO VERY COMMITTED TO DELEVERAGING AND WILL BE DOWN TO 3 ½ TIMES WITHIN A YEAR.

CRAMER: DAVID, REGENERON REALLY HAS GOT A POWERFUL OPHTHALMOLOGICAL FRANCHISE TOO. WHERE ARE YOU IN TERMS OF COMPETING DIRECTLY WITH THEM ON 2015, 2016?

PYOTT: WELL AS YOU KNOW, WE JUST RECENTLY GOT THE APPROVAL FOR OZURDEX FOR DIABETIC MACULAR EDEMA. BROADENED THE LABEL IN THE UNITED STATES BEGINNING OF SEPTEMBER AND THE SALES HAVE REALLY TAKEN A REMARKABLE UPTICK SINCE THEN. AND WE BELIEVE SOMEWHERE BETWEEN 30 TO 40 PERCENT OF PATIENTS WITH DIABETIC MACULAR EDEMA ARE INSUFFICIENTLY SERVED BY ANTI VISION DRUGS ALONE.

CRAMER: THAT BIG?

PYOTT: SO, AND GIVEN OUR PRODUCT IS DOSED ABOUT EVERY FOUR TO FIVE MONTHS, YOU CAN IMAGINE THE CONVENIENCE. FURTHER OUT OF COURSE, WE HAVE DARPIN, OUR GREAT PROGRAM. AND THAT IS ONE THAT I THINK IS A SUPERB –

CRAMER: RIGHT. YOU HAVE SAID THAT THAT IS – WHEN THE STOCK WAS IN 80, DAVID WAS TELLING ME WHEN HE CAME ON, SAID DARPIN IS BEING VALUED AT LESS THAN ZERO.

PYOTT: PROBABLY ZERO. AND FRANKLY, THAT WAS ANOTHER POINT I HAD TO MAKE TO BRENT TO SAY YOU KNOW, BASICALLY YOU ARE GETTING THIS FREE OF CHARGE TO MAKE HIM FEEL GOOD ABOUT 219.

FABER: WELL, IT'S A LOT TO DO.

SAUNDERS: AND WE ARE VERY EXCITED ABOUT DARPIN.

FABER: FINALLY DAVID, THIS HAS CERTAINLY BEEN A DIFFICULT BATTLE I WOULD ARGUE FOR YOU. YOU HAVE BEEN FIGHTING HERE AGAINST VALEANT AND ACKMAN FOR SOME TIME. CERTAINLY A GREAT DEAL OF VITRIOL TO A CERTAIN EXTENT FROM BOTH SIDES. WAS THERE A POINT AT WHICH YOU REALIZED, "I'M NOT GOING TO BE ABLE TO STAY INDEPENDENT"?

PYOTT: NOT REALLY BECAUSE YOU KNOW, I WAS VERY COMMITTED TO CREATING STOCKHOLDER VALUE AND MY BIGGEST GOAL WAS TO PREVENT THE COMPANY FROM BEING SOLD FAR BELOW ITS TRUE VALUE. I THINK THAT WOULD HAVE BEEN A REAL FAILURE OF MYSELF AND THE BOARD. AND THE BOARD HAS BEEN GREAT. YOU KNOW, VERY HARD WORKING, VERY COHESIVE, MAKING SURE ALL THE TIME WE ARE DRIVING UP THE VALUE, DRIVING UP THE VALUE. SO I THINK WE HAVE DONE THAT IN THE RIGHT WAY AND THAT IS FINALLY THE GOAL OF ALL COMPANY – WE ARE A PUBLIC COMPANY – TO DO JUST THE RIGHT THING. AND I THINK OUR STOCKHOLDERS – BRENT AND I WILL BE SEEING A LOT OF THEM THIS WEEK – SHOULD GENERALLY BE PLEASED.

FABER: GENTLEMEN, THANK YOU BOTH.

PYOTT: THANK YOU FOR HAVING US.

CRAMER: THANK YOU GUYS.

FABER: FOR BEING HERE ON THIS OBVIOUSLY MOMENTOUS DAY. DAVID PYOTT, CHAIRMAN AND CEO OF ALLERGAN. BRENT SAUNDERS, CEO OF ACTAVIS, WHICH WE EXPECT TO BE HEARING QUITE A BIT FROM. THANK YOU.

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