January 18, 2001



Clifford R. Saffron, Esq.
Senior Vice President
Deputy General Counsel
ICN Pharmaceuticals, Inc.
780 Third Avenue
14th Floor
New York, NY  10017

                      EMPLOYMENT AGREEMENT

Dear Cliff:

This Employment Agreement (the "Agreement") contains the terms and conditions of
your employment with ICN Pharmaceuticals, Inc. ("ICN").

1.      TERM: This Agreement shall commence on January 18, 2001 and shall end on
        March 31, 2002.

2.      POSITION: ICN hereby employs Saffron to manage, coordinate, supervise
        and render legal services and advice in connection with the worldwide
        litigation, arbitration and/or regulatory matters of ICN as currently in
        existence or as may arise from time-to-time. It is expressly understood
        that Saffron is not being hired to provide, and shall not be asked to
        provide, corporate legal services or legal or other services of any
        other kind or nature to ICN. Saffron's board elected title shall be
        "Senior Vice President - Deputy General Counsel".

3.      COMPENSATION:

        A. ICN shall pay Saffron a guaranteed minimum year-end bonus (separate
           from quarterly, performance or one-time bonuses) for calendar year
           2000 in an amount no less than 75% of the 2000 year-end bonus granted
           to David C. Watt ("Watt"), consistent with the terms of ICN's bonus
           plan. If Watt is not employed by ICN (or any successor company or
           entity) at the time 2000 year-end bonuses are awarded, Saffron's 2000
           year-end bonus shall be no less than $100,000.00. ICN shall be
           obligated to pay the 2000 guaranteed minimum year-end bonus even if
           Saffron is not employed by ICN at the time the 2000 year-end bonuses
           to other members of ICN's senior management are paid.


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        B. The increase in Saffron's base salary for the period January 1, 2001
           through March 31, 2002 shall be in accordance with ICN's executive
           compensation plan and shall be consistent with increases for other
           board elected officers of ICN. ICN shall pay Saffron a guaranteed
           minimum year-end bonus (separate from quarterly or performance
           bonuses) for calendar year 2001 in an amount no less than 75% of the
           2001 year-end bonus granted to Watt, consistent with the terms of
           ICN's bonus plan. If Watt is not employed by ICN (or any successor
           company or entity) at the time 2001 year-end bonuses are awarded,
           Saffron's 2001 year-end bonus shall be no less than $100,000.00. ICN
           shall be obligated to pay the 2001 guaranteed minimum year-end bonus
           if Saffron was employed by ICN for 9 months or more during 2001, and
           even if Saffron is not employed by ICN at the time the 2001 year-end
           bonuses are paid to other members of ICN's senior management.

        C. ICN shall make quarterly bonus payments to Saffron of $6,000.00 each
           on March 31, 2001, June 30, 2001, September 30, 2001, December 31,
           2001 and March 1, 2002.

        D. As referenced in ICN's public filings, there is an investigation
           currently pending against ICN and certain of its officers, directors,
           employees, and others being conducted by the U.S. Attorney for the
           Central District of California (the "U.S. Attorney Investigation"),
           and a civil lawsuit against ICN, Mr. Panic, Mr. Watt and Dr.
           Johannesson which was filed by the United States Securities and
           Exchange Commission (the "SEC Lawsuit"). Saffron's work in connection
           with the U.S. Attorney Investigation and SEC Lawsuit has been
           exceptional and has and will continue to significantly reduce outside
           counsel fees. In consideration thereof, ICN agrees to the following
           performance bonuses.

           With respect to the SEC Lawsuit: (1) if the SEC Lawsuit with respect
           to ICN is resolved on terms acceptable to ICN's Board of Directors,
           if the SEC Lawsuit against ICN is dismissed for any reason, or if ICN
           is the prevailing party after trial, Saffron shall within 30 days
           thereafter be paid a bonus of $150,000.00; and/or (2) if the SEC
           Lawsuit with respect to Panic, Watt and Johannesson is resolved on
           terms acceptable to any of them, if it is dismissed against any of
           them for any reason, or if any of them are prevailing party(ies)
           after trial, Saffron shall within 30 days thereafter be paid a bonus
           of $25,000.00 per individual. The bonuses pursuant to (1) and (2)
           above shall be cumulative.

           With respect to the U.S. Attorney Investigation: (a) if the U.S.
           Attorney Investigation with respect to ICN is concluded without the
           commencement of criminal proceedings against ICN, if a criminal
           proceeding is commenced against ICN and then resolved on terms
           acceptable to ICN's Board of Directors, if a criminal proceeding is
           commenced against ICN and then dismissed for any reason, or if a
           criminal proceeding is commenced against


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           ICN and ICN is the prevailing party after trial, Saffron shall within
           30 days thereafter be paid a bonus of $200,000.00; and/or (b) if the
           U.S. Attorney Investigation is concluded without the commencement of
           criminal proceedings against one or more of the seven (7) "targets"
           of the investigation, if a criminal proceeding is commenced against
           any of the "targets" and then resolved on terms acceptable to any of
           the "targets", if a criminal proceeding is commenced against any of
           the "targets" and then dismissed against any of the "targets" for any
           reason, or if any of the "targets" are prevailing parties after
           trial, Saffron shall within 30 days thereafter be paid a bonus of
           $50,000.00 per target. The bonuses pursuant to (a) and (b) above
           shall be cumulative.

           The above bonuses with respect to the SEC Lawsuit and the U.S.
           Attorney Investigation shall be cumulative. In consideration of the
           work performed by Saffron over the last six (6) years, the
           performance bonuses pursuant to the SEC Lawsuit and the U.S. Attorney
           Investigation shall be paid to Saffron even if Saffron is not
           employed by ICN at the time the events described in the above
           paragraphs transpire.

        E. No later than March 31, 2001, ICN shall pay Saffron a one-time
           lump-sum bonus of $50,000.00. This is in addition to the
           guaranteed minimum year-end bonus for the year 2000 as described
           in paragraph 3.A. above.

        F. Saffron shall be issued a one-time stock option grant to purchase
           50,000 shares of ICN common stock at the lowest closing price of ICN
           common stock between the date of this Agreement and February 15,
           2001. In addition to this one-time stock option grant, Saffron shall
           be granted options to purchase shares of ICN common stock on an
           annual basis pursuant to the terms of ICN's stock option plan, and
           said grant and the amount thereof shall be consistent with stock
           option grants for similarly situated board elected officers of ICN.

        G. Saffron and his family shall be entitled to, and shall be offered
           participation in, all health insurance plans, pension plans,
           disability insurance, life insurance, or other benefits or plans of
           any kind or nature offered to similarly situated board elected
           officers of ICN.

4.       BUSINESS EXPENSES: ICN agrees to pay Saffron on or before January 31,
         2001, $18,000.00, net of all applicable taxes, for business expenses to
         be incurred by Saffron during 2001. Said business expenses (to be
         documented by Saffron as requested by ICN) shall include, but not be
         limited to, automobile lease payments, automobile insurance, automobile
         repairs, cellular telephone charges, gasoline charges, parking charges,
         entertainment expenses and other miscellaneous business related
         expenses.


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5.      TERMINATION:

        A.  If, for any reason whatsoever, Saffron and ICN (or any successor
            company or entity) are unable to agree upon a written extension of
            this Agreement during the period January 1, 2002 through March 1,
            2002, then Saffron's employment with ICN shall automatically
            terminate on March 31, 2002, and on March 31, 2002 ICN shall issue
            to Saffron a payment equal to Saffron's 2000 W-2 compensation. In
            addition, all stock options previously granted to Saffron shall be
            accelerated, vested and deemed exercisable on March 31, 2002, and
            Saffron shall then have until March 31, 2003 to exercise all said
            options.

        B.  ICN may terminate this Agreement at any time prior to January 1,
            2002, for cause or without cause, upon ninety (90) days written
            notice from ICN to Saffron. During that ninety (90) day period
            Saffron shall continue to receive the applicable payments pursuant
            to paragraphs 3.A., 3.B., 3.C., 3.D. and 4, above. Upon the
            expiration of said ninety (90) day period, ICN shall issue to
            Saffron a payment equal to Saffron's 2000 W-2 compensation. In
            addition, all stock options previously granted to Saffron shall be
            accelerated, vested and deemed exercisable upon the expiration of
            said ninety (90) day period, and Saffron shall have one (1) year
            thereafter to exercise all said options.

        C.  Saffron may terminate this Agreement at any time prior to January 1,
            2002, for any reason, said termination to become effective thirty
            (30) days after written notice from Saffron to ICN. During that
            thirty (30) day period, Saffron shall continue to receive the
            applicable payments pursuant to paragraphs 3.A., 3.B., 3.C., 3.D.
            and 4, above. Upon expiration of said thirty (30) day period, ICN
            shall issue to Saffron a payment equal to 50% of Saffron's 2000 W-2
            compensation. In addition, all stock options previously granted to
            Saffron shall be accelerated, vested and deemed exercisable upon the
            expiration of said thirty (30) day period, and Saffron shall have
            one (1) year thereafter to exercise all said options.

6.      CHANGE IN CONTROL: If a "Change in Control" occurs at anytime during the
        term of this Agreement, ICN shall pay Saffron, within thirty (30) days
        of said "Change in Control", a lump sum amount equal to three (3) times
        Saffron's 2000 W-2 compensation as severance benefits. In addition, all
        stock options previously granted to Saffron shall be accelerated, vested
        and deemed exercisable immediately upon said "Change in Control", and
        Saffron shall then have one (1) year from the date of said "Change in
        Control" to exercise all said options. It is expressly understood that
        Saffron is under no obligation to mitigate the amounts payable pursuant
        to this "Change in Control" provision. The definition of "Change in
        Control" for purposes of this paragraph is attached hereto and made a
        part hereof as Exhibit 1.

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7.      CONDITIONS:

        A.  ICN expressly agrees that Saffron shall not be required to re-locate
            or move to California or any other state or country, permanently or
            temporarily, at any time during the term of this Agreement. ICN
            agrees that Saffron shall continue to work out of ICN's office at
            780 Third Avenue, New York, N.Y. (or at any other similar or
            comparable office in Saffron's sole discretion) on a day-to-day
            basis. ICN expressly agrees that Saffron shall not be required to
            take the bar examination of California or any other state at any
            time during the term of this Agreement.

        B.  ICN agrees to provide Saffron with Directors and Officers
            Liability insurance and its corporate indemnification against
            any and all liabilities, claims, causes of action, etc., arising
            out of or relating to Saffron's employment that are comparable
            to those of the General Counsel.

8.      MISCELLANEOUS:

        A.  This Agreement and its terms shall be binding upon the parties
            hereto and their heirs, legal representatives, executors,
            administrators, successors and assigns.

        B.  This Agreement may be executed in any number of counterparts. All
            executed counterparts shall constitute one Agreement,
            notwithstanding that all parties may not be signatories to the
            same counterpart.

        C.  This Agreement shall be construed and governed by the laws of the
            State of New York.

        D.  Any controversy, disagreement or dispute arising out of, relating
            to, or in connection with this Agreement or the breach thereof shall
            be submitted to and be settled by arbitration, on an expedited
            basis, under the Employment Dispute Resolution Rules of the American
            Arbitration Association in New York, N.Y. The parties expressly
            agree that any hearing(s) commenced in connection with this
            paragraph shall be concluded within 60 days after the selection of
            the arbitrator(s). The prevailing party in such an arbitration
            proceeding shall be entitled to recover reasonable attorney's fees
            and costs.

        E.  If Saffron dies during the term of this Agreement, his estate and/or
            beneficiaries shall be entitled to all amounts due for the then
            remaining term of this Agreement.


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        F.  This Agreement contains the entire agreement of the parties hereto
            with respect to the subject matter hereof, and all prior
            negotiations, agreements or understandings relating thereto, written
            or oral, are superseded hereby. This Agreement may not be changed,
            modified, extended, renewed or supplemented, and no provision hereof
            may be waived, except by an instrument in writing signed by the
            party against whom enforcement or any change, modification,
            extension, renewal, supplement or waiver is sought.

This Agreement is subject to approval by the Compensation Committee of ICN's
Board of Directors. It shall be submitted for approval at the next meeting of
the Compensation Committee, whether that meeting is telephonic or in person.
Watt shall recommend to the Compensation Committee that the Agreement be
approved. Saffron shall be notified immediately if the Agreement is not
approved. If the Agreement, or any part thereof, is not approved by the
Compensation Committee, Saffron shall have the right, within seven (7) business
days after such notification to him from ICN, to terminate his employment with
ICN. If Saffron opts to terminate his employment with ICN due to the
Compensation Committee's failure to approve the Agreement, or any part thereof,
then within 7 business days after such notification of termination from Saffron
to ICN, ICN shall issue to Saffron a lump sum payment equal to Saffron's 2000
W-2 compensation. In addition, all stock options previously granted to Saffron
shall be accelerated, vested and deemed exercisable immediately, and Saffron
shall then have until March 31, 2002 to exercise all said options.

                                            Very truly yours,



                                            --------------------------
                                            David C. Watt
                                            Executive Vice President
                                            General Counsel
                                            Corporate Secretary
                                            ICN Pharmaceuticals, Inc.
                                            3300 Hyland Avenue
                                            Costa Mesa, CA  92626

                                            AGREED TO:


                                            ---------------------------
                                            Clifford R. Saffron
                                            120 Redwood Drive
                                            Roslyn, NY  11576

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Source: OneCLE Business Contracts.