DATE:       February 24, 1998
                           --------------------------------- 








                          (1) SMITHKLINE BEECHAM p.l.c.



                                       and



                          (2) ICN PHARMACEUTICALS, INC.





                       AGREEMENT FOR THE SALE AND PURCHASE
                    OF A PORTFOLIO OF PHARMACEUTICAL, OTC AND
                          CONSUMER HEALTHCARE PRODUCTS



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 2

                                TABLE OF CONTENTS


CLAUSE    SUBJECT                                                           PAGE

1.        DEFINITIONS......................................................  1

2.        INTERPRETATION...................................................  6

3.        SALE AND PURCHASE................................................  6

4.        RESERVED RIGHTS..................................................  8

5.        CONSIDERATION....................................................  8

6.        COMPLETION....................................................... 19

7.        TRADE MARKS...................................................... 23

8.        STOCK............................................................ 24

9.        BUSINESS CONTRACTS............................................... 25

10.       PRODUCT REGISTRATIONS............................................ 25

11.       MACHINERY........................................................ 28
  
12.       REPRESENTATIONS AND WARRANTIES OF SB............................. 29

13.       REPRESENTATIONS AND WARRANTIES OF ICN............................ 34

14.       COVENANTS BY SB.................................................. 37

15.       COVENANTS BY ICN................................................. 39

16.       COVENANTS BY ICN AND SB.......................................... 40

17.       CONFIDENTIALITY.................................................. 42

18.       COSTS............................................................ 42

19.       LIMITATIONS OF LIABILITY......................................... 42

20.       THIRD PARTY CLAIMS............................................... 45

21.       COUNTERPARTS..................................................... 46

22.       FURTHER ASSISTANCE............................................... 46

23.       GENERAL.......................................................... 46

24.       ASSIGNMENT....................................................... 47

25.       NOTICES.......................................................... 47

26.       GOVERNING LAW AND JURISDICTION................................... 48


                               INDEX OF SCHEDULES

SCHEDULE ONE - PRODUCTS AND TERRITORIES.....................................

SCHEDULE TWO - PRODUCT LICENCES.............................................

SCHEDULE THREE - TRADE MARKS................................................

SCHEDULE FOUR - BUSINESS CONTRACTS..........................................

SCHEDULE FIVE - MASTER TRANSITION DISTRIBUTION AGREEMENT....................

SCHEDULE SIX - MASTER TRANSITION MANUFACTURING AGREEMENT....................

SCHEDULE SEVEN - MASTER TRADEMARK ASSIGNMENT................................

SCHEDULE EIGHT - STANDARD FORM ASSIGNMENT DOCUMENTS.........................

SCHEDULE NINE - CUSTOMER LETTERS............................................

SCHEDULE TEN - LETTER OF CROSS REFERRAL.....................................

SCHEDULE ELEVEN - CONTACT LISTS.............................................

SCHEDULE TWELVE - REGISTRATION RIGHTS AGREEMENT.............................

SCHEDULE THIRTEEN - CERTIFICATE OF DESIGNATION..............................

SCHEDULE FOURTEEN - SALES AND GROSS MARGIN STATEMENT........................

SCHEDULE FIFTEEN - APPORTIONMENT OF CONSIDERATION...........................


<PAGE>




                                        1








<PAGE>







                                                        
THIS AGREEMENT is made on                  1998

BETWEEN:

(1)  SMITHKLINE  BEECHAM  p.l.c.,  a company  incorporated  in England and Wales
     whose registered office is at One New Horizons Court, Brentford,  Middlesex
     TW8 9EP ("SB"); and

(2)  ICN  PHARMACEUTICALS,  INC., a company  incorporated  under the laws of the
     State of Delaware in The United States of America whose  registered  office
     is at 3300 Hyland Avenue, Costa Mesa, California 92626, U.S.A. ("ICN").

WHEREAS:

(A)  SB or an Affiliate of SB holds each of the Exploited  Product  Licences for
     the Products in the Territories.

(B)  SB or an  Affiliate  of SB owns  each of the  Exploited  Trade  Marks to be
     assigned to ICN.

(C)  ICN wishes to purchase from SB the right to manufacture,  sell,  distribute
     and market the Products in the Territories (and in addition to purchase the
     Warranted  CEE  Trade  Marks,  the  Warranted  CEE  Product  Licences,  the
     Additional  Trade Marks and the  Additional  Product  Licences)  and SB has
     agreed to procure  the  transfer,  licence  and  assignment  to ICN of such
     rights relating to the Products upon the following terms and conditions.

(D)  SB and ICN intend that the sale and purchase contemplated hereby shall have
     economic effect as of the Effective Date, such that the profits, losses and
     other normal business risks of the Business after the Effective Date shall,
     subject  to  the  representations,  warranties  and  indemnities  contained
     herein,  be the  responsibility of ICN, and that the Assets and Business be
     held in trust by SB for the  account of ICN from the  Effective  Date until
     Completion.

IT IS AGREED as follows:

1.       DEFINITIONS

         In this Agreement,  the following words and expressions  shall have the
         following meanings, unless the context otherwise requires:

         "Additional Product Licences" means the Product Licences presently held
         by SB, its Affiliates or distributors in respect of the Products in the
         Global  Disposal Area which are not Warranted CEE Product  Licences and
         with respect to which neither SB nor any Affiliate has marketed or sold
         the subject Product in the relevant  geographical  area since 1 January
         1997. The Additional  Product Licences are listed in Part A of Schedule
         Two (without a "#" symbol).

         "Additional   Trade  Marks"  means  the  registered   trade  marks  and
         applications for trade marks, details of which are set out in Part C of
         Schedule  Three,  together  with  any  unregistered  trade  marks  used
         exclusively in relation to any Product within the Global  Disposal Area
         but which are not Exploited Trade Marks.

         "Affiliate"  means,  in relation to each party to this  Agreement,  any
         organisation  directly or  indirectly  controlled  by that  party,  any
         organisation  which  directly or indirectly  controls that party or any
         organisation  directly or  indirectly  controlled by the same person as
         that party. For the purpose of this definition, "control" shall mean in
         relation to any entity the ability of another entity to ensure, whether
         through  ownership of shares or otherwise that the affairs of the first
         entity  are  conducted  in  accordance  with the  wishes of that  other
         entity.

         "Assets"  means the assets agreed to be sold and  purchased  under this
         Agreement pursuant to Clause 3 below.

         "Authority" means the Ministry of Health or equivalent  regulatory body
         in any country within the Global Disposal Area.

         "Business" means the business of manufacturing,  selling,  distributing
         and marketing each Product in its respective Territory.

         "Business  Contracts"  means all supply,  distribution,  manufacturing,
         intellectual  property  licences  and  other  contracts  between  third
         parties and SB or an  Affiliate  of SB (the "SB  Contracting  Party" in
         respect of the  relevant  Business  Contract)  relating to the Business
         including,  but not limited to, the contracts  listed in Schedule Four,
         and "Business Contract" means any one of them.

         "Business  Day" means a day (other  than a Saturday or Sunday) on which
         clearing banks are open for business in London.

         "Certificate  of  Designation"  means a certificate  of  designation of
         rights and  preferences of Series D Convertible  Preferred Stock of ICN
         substantially in the form set out in Schedule Thirteen.

         "Common  Stock" means the shares of common stock,  par value US$0.01 of
         ICN.

         "Completion"  means  the  completion  of the sale and  purchase  of the
         Assets in accordance with this Agreement.

         "Completion  Date"  means 24  February  1998 or such  later date as the
         parties may agree.

         "Contact  List"  means,  for each of ICN and SB, the list  contained in
         Schedule   Eleven   comprising   named  contacts   within  ICN  and  SB
         respectively  who shall be primarily  responsible for  implementing the
         sale of Products  contemplated by this  Agreement,  as such list may be
         amended from time to time.

         "Customer  Lists" means the documents or lists containing (i) the names
         and  addresses  of  SB's  current  customers  for the  Products  in the
         Territories  and (ii) such  details  of the sales to  customers  of the
         Products in the Territories for the calendar years 1996 and 1997 as are
         in the possession of SB.

         "Disclosure  Schedule"  means the disclosure  schedule  delivered on or
         prior  to the  Completion  Date to ICN by SB in  connection  with  this
         Agreement.  The sections of the Disclosure  Schedule  correspond to the
         Clauses of this Agreement,  but information disclosed in any section of
         the  Disclosure  Schedule  shall be  deemed to be  disclosed  as to all
         relevant Clauses hereof.

         "Effective Date" means 23 February 1998.

         "Existing Product Licence Information" means the information  dossiers,
         data,  results of clinical and other trials and  investigations and the
         like submitted as part of any application for any approval,  consent or
         licence prepared or used in respect of the Exploited Product Licences.

         "Exploited  Product Licences " means the  Product  Licences  concerning
         the marketing,  distribution and sale of each Product in its respective
         Territory.  The  Exploited  Product  Licences  are  listed in Part A of
         Schedule Two, marked with a "#" symbol.

         "Exploited   Trade  Marks"  means  the  registered   trade  marks  and
         applications for trade marks, details of which are set out in Part A of
         Schedule  Three,  together  with  any  unregistered  trade  marks  used
         exclusively   in  relation  to  each  Product   within  its  respective
         Territory.

         "Global Disposal Area" means the countries listed in Part B of Schedule
         One.

         "Goodwill"  means the  goodwill of the  Business  excluding  Trade Mark
         Goodwill.

         "ICN  Claim"  means  any claim or cause of  action  (including  but not
         limited to any claim in contract, in tort and/or under statute) made by
         ICN under or in relation to this Agreement, the sale of the Assets, any
         aspect  of  the  Assets  or  the  Business  or  the   negotiation   and
         communications in relation thereto.

         "Know  How"  means  all  the  information   (including   packaging  and
         production  information,  formulations  (including without prejudice to
         the  generality  of  the  foregoing   Product   Formulae),   processes,
         specifications, techniques and methods of quality control) owned by SB,
         which is used by SB in connection with the Business.

         "Master Transition Distribution Agreement" means a master agreement for
         the  transitional  distribution  of the Products in the  Territories in
         substantially  the same form as the draft set out in Schedule Five. The
         parties  or  their  Affiliates  may  in  addition  enter  into  further
         distribution  agreements  ("Distribution  Agreements")  in  relation to
         specific geographical areas within the Territories, where required.

         "Master  Transition  Manufacturing  Agreement" means a master agreement
         for  the  transitional  manufacture  by SB or  its  Affiliates  of  the
         Products,  in  substantially  the  same  form as the  draft  set out in
         Schedule Six.

         "Master Trademark  Assignment"  means a master trademark  assignment in
         substantially the same form as the draft set out in Schedule Seven.

         "Material  Adverse ICN Effect" means a material  adverse  effect on the
         financial   standing  of  ICN  or  on  ICN's  ability  to  perform  its
         obligations under this Agreement.

         "Material  Adverse SB Effect"  means a material  adverse  effect on the
         Business and Assets taken as a whole.

         "Packaging  Rights"  means,  subject  to the  exclusions  in  Clause  4
         (Reserved Rights),  all intellectual  property rights that exist or are
         capable of existing in the get up or  packaging  in which the  Products
         are currently sold  including the artwork and text used  exclusively on
         the Products in the form sold at the Completion Date.

         "Patents" means Australian  patents nos. AU 591631 and AU 623694,  New
         Zealand  patent  no.  212097  and South  African  patent  no.  8513671
         relating to the active ingredient in "Maxolon".

         "Person" means a natural person, partnership,  company,  unincorporated
         association,   government   or   political   subdivision,   agency   or
         instrumentality of a government.

         "Preferred Stock" means shares of Series D Convertible Preferred Stock
         U.S. $0.01 par value of ICN.

         "Products"  means the  portfolio  of  pharmaceutical,  OTC and consumer
         healthcare products, further details of which are contained in Schedule
         One, and "Product" means any one of them.

         "Product Formulae" means the formulation of each of the Products to the
         extent such formulations are owned by SB or its Affiliates.

         "Product  Liability Claim" means a claim by one party to this Agreement
         against the other in respect of loss  (including  legal fees) caused to
         the first party due to a claim against that party for product liability
         in respect of one or more Products.

         "Product Licence" means an approval, consent or authorisation issued by
         an  Authority  authorising  the  marketing  and/or  distribution  of  a
         pharmaceutical, OTC or consumer healthcare product in a specified area.

         "Records"  means all  records  owned by SB or its  Affiliates  (whether
         maintained   on  paper  or   electronic   media)   concerning   current
         formulations,  raw  material  procurement,  manufacture,  distribution,
         packing,  promotion or sale of the Products in the Territories  and/ or
         concerning  the  registration  or  approval  of  the  Products  in  the
         Territories.

         "Registration  Rights  Agreement" means an agreement between SB and ICN
         substantially in the form set out in Schedule Twelve.

         "Sales and Gross Margin  Statement" means the statement of sales of the
         Products in the Territories in 1996 and 1997 (including,  in the latter
         case, such figures restated to reflect currency  exchange rates as at 9
         January  1998 as detailed  therein)  and gross  margins for such years,
         forming Schedule Fourteen to this Agreement.

         "SB  Product  Licences"  means  the  Exploited  Product  Licences,  the
         Warranted CEE Product Licences and the Additional Product Licences.

         "SEC" means the Securities and Exchange Commission or any other federal
         agency at the time administering the Securities Act.

         "Stock" means all finished  goods  (within the meaning  specified in UK
         GAAP) in respect of  Products  owned by SB or its  Affiliates  for sale
         within the Territories at the Completion Date.

         "Territory"  means,  in respect of any Product,  the group of countries
         listed against the Product concerned in Part A of Schedule One.

         "Trade Marks" means the Exploited Trade Marks,  the Warranted CEE Trade
         Marks and the Additional Trade Marks.

         "Trade  Mark  Goodwill"  means  the  goodwill  of SB or its  Affiliates
         attaching to and symbolised solely by the Trade Marks.

         "UK GAAP" means UK generally accepted accounting principles.

         "Warranted CEE Product  Licences" means the Product  Licences listed in
         Part B of Schedule Two.

         "Warranted  CEE Trade  Marks"  means  the  registered  trade  marks and
         applications for trade marks, details of which are set out in Part B of
         Schedule Three.

2.       INTERPRETATION

         2.1      A reference to a statutory provision includes a reference to:

                  2.1.1       the statutory  provision as modified or re-enacted
                              or both from time to time  before the date of this
                              Agreement; and

                  2.1.2       any   subordinate   legislation   made  under  the
                              statutory   provision  before  the  date  of  this
                              Agreement.

         2.2      A reference to an  agreement or other  document is a reference
                  to  that  agreement  or  document  as from  time to time  duly
                  supplemented or amended in accordance with its terms.

         2.3      The headings in this Agreement shall not affect the  interpre-
                  tation of this Agreement.

         2.4      References  to this  Agreement  shall  include  the  Recitals
                  and Schedules hereto.

3.       SALE AND PURCHASE

         3.1      In  accordance  with and  subject  to the  provisions  of this
                  Agreement, SB agrees to sell with full title guarantee subject
                  to  matters   disclosed  in  or  pursuant  to  this  Agreement
                  including  without  limitation  the  Disclosure  Schedule and,
                  where necessary,  to procure the sale on the same basis by the
                  relevant  Affiliate  of SB,  and ICN agrees to  purchase  with
                  effect from the Completion Date (subject to sub-Clauses 9.3 to
                  9.5), the following (the "Assets"):

                  3.1.1       the Goodwill

                  3.1.2       the Know How (other than information at present in
                              the public domain)

                  3.1.3       the  Exploited  Trade  Marks,  the  Warranted  CEE
                              Trademarks and the Trade Mark Goodwill  associated
                              therewith.

                  3.1.4       the Exploited  Product  Licences and the Warranted
                              CEE Product  Licences  (to the extent such Product
                              Licences are capable of being  transferred  to ICN
                              by SB or its relevant Affiliates)

                  3.1.5       the Customer Lists

                  3.1.6       the  Packaging  Rights  (to the  extent  that such
                              rights do not include  copyright  or rights in any
                              trade mark  other  than the Trade  Marks or in any
                              packaging   used  for  Products   other  than  the
                              Products,  and save that no  guarantee as to title
                              is given in respect of copyright  associated  with
                              packaging materials)

                  3.1.7       the Records (including, without limitation, 
                              Existing Product Licence Information)

                  3.1.8       the benefit (subject to the burden) of the 
                              Business Contracts

                  3.1.9       the Stock

                  3.1.10      the Patents

         3.2      In  accordance  with and  subject  to the  provisions  of this
                  Agreement,  SB in addition agrees to sell to the extent it has
                  the right to sell and without any  guarantee as to or warranty
                  in respect of title,  and where  necessary to procure the sale
                  on the same  basis  by the  relevant  Affiliate  of SB and ICN
                  agrees to purchase  with effect from the  Completion  Date the
                  following:

                  3.2.1       the Additional Trade Marks

                  3.2.2       the  Additional  Product  Licences  (to the extent
                              such   Product   Licences  are  capable  of  being
                              transferred   to  ICN   by  SB  or  its   relevant
                              Affiliates).

         3.3      Subject  to Clause  17, it is agreed by the  parties  that any
                  books,  records,  information  or other data  relating  in any
                  manner to this sale and  purchase  and which are  retained  by
                  either  party and which are  material  for the  purpose of any
                  returns for taxation or other necessary  purposes shall to the
                  extent  relevant be made  available for inspection and copying
                  by the other parties at all reasonable times and on reasonable
                  notice by the relevant party.

         3.4      The sale and purchase  contemplated by sub-Clauses 3.1 and 3.2
                  shall not include the assumption by ICN of any  liabilities in
                  respect of the Assets arising prior to the Effective Date.

4.       RESERVED RIGHTS

         4.1      ICN  acknowledges  that nothing  contained  in this  Agreement
                  shall  give ICN or its  Affiliates  the right to use the trade
                  marks, trade names or logos (other than the Trade Marks) owned
                  by SB or its  Affiliates  in  connection  with the Products or
                  otherwise  (except  to the  extent  that the name of SB or any
                  Affiliate of SB as the holder of any of the  Existing  Product
                  Licences is legally  required to be marked on the packaging of
                  the Products).

         4.2      Without   limiting  the  generality  of  sub-Clause  4.1,  the
                  following are  specifically  excluded from the sale hereunder:
                  the names  "SmithKline"  and "Beecham",  the "SB" logo and any
                  material or trademarks (including, without limitation, capsule
                  colours)  not used  exclusively  in relation to the  Products,
                  provided that ICN shall have the right to sell existing  Stock
                  and Products  manufactured by SB pursuant to the provisions of
                  the Master Transition Manufacturing Agreement.

5.       CONSIDERATION

         5.1      PAYMENT OF  CONSIDERATION.  At Completion ICN shall deliver to
                  SB (or an Affiliate of SB designated  by SB) in  consideration
                  of the sale, conveyance,  assignment, transfer and delivery of
                  the Assets  (excluding Stock in respect of which ICN shall pay
                  SB such amount as is calculated  under Clause 8): (i) the Cash
                  Portion of the Purchase  Price by wire transfer of immediately
                  available   funds  to  the  bank  account  or  bank   accounts
                  previously  specified by SB in a written  notice  delivered to
                  ICN;  and (ii) that  number of  shares of  Preferred  Stock as
                  shall be  convertible  into  such  number  of shares of Common
                  Stock  (rounded up to the closest whole share) as shall have a
                  market  value  computed  at the  Original  Price  equal to the
                  Equity Portion of the Purchase Price. For the purposes of this
                  Clause 5, all  references to SB shall include any Affiliate of
                  SB holding any of the Shares.

         5.2      INITIAL  PRICE  GUARANTEE.  ICN  guarantees  to SB that on the
                  Initial  Guarantee Date, the Adjusted  Current Market Price as
                  of the  Initial  Guarantee  Date  shall  equal or  exceed  the
                  Initial  Guaranteed  Price.  In the  event  that the  Adjusted
                  Current  Market  Price on the Initial  Guarantee  Date is less
                  than  the  Initial  Guaranteed  Price,  ICN  shall  pay SB the
                  Interim Payment. Any Interim Payment due to SB hereunder shall
                  be paid  by ICN in such  combination  of cash  and  Additional
                  Shares (in the form of Preferred Stock) as ICN shall determine
                  in its sole  discretion.  For  such  purposes,  each  share of
                  Preferred  Stock  shall be valued  at an  amount  equal to the
                  Current Market Price for the Initial Guarantee Date multiplied
                  by  the  number  of  shares  of  Common  Stock  issuable  upon
                  conversion of a share of Preferred  Stock. The Interim Payment
                  shall be made not later than 10 Business  Days  following  the
                  Initial Guarantee Date.

         5.3      FINAL SETTLEMENT.  No later than November 1, 1999, the Calcul-
                  ation Agent shall deliver to ICN

                     5.3.1  A written statement setting forth: (i) the Estimated
                            Amount,  if any,  and (ii) the  number  of shares of
                            Common Stock as shall have a market value calculated
                            at the Closing  Price on October 28, 1999,  equal to
                            such Estimated Amount. Unless ICN pays the Estimated
                            Amount to SB in cash in full by  November  3,  1999,
                            ICN shall  deliver to SB, on or before  November  3,
                            1999,  110% of the number of shares of Common  Stock
                            referred  to in (ii) above less the number of shares
                            of Common Stock equal in value (based on the October
                            28, 1999 Closing  Price) to any amount  delivered in
                            cash to SB by ICN in partial  satisfaction  of ICN's
                            obligation  under this  Clause  5.3 to  deliver  the
                            Estimated Amount to SB.

                     5.3.2  All the shares of Common  Stock  delivered by ICN to
                            SB pursuant to this Clause 5.3 shall be: (i) covered
                            by a  registration  statement  prepared  by ICN  and
                            filed with the SEC in compliance with the Securities
                            Act which  registration  statement  shall  have been
                            declared  effective  by the SEC so that such  shares
                            may be publicly offered and sold by SB, (ii) in full
                            compliance  with all state  securities  and Blue Sky
                            laws, and (iii) authorized for listing or quotation,
                            as applicable,  on the Principal  Market.  If any of
                            the shares of Common Stock due to be delivered to SB
                            pursuant  to  Clause  5.3.1 do not  comply  with the
                            requirements  of  (i)  to  (iii)  of  the  preceding
                            sentence,  ICN  shall  pay SB in  cash,  in  lieu of
                            delivering  such  shares,  an  amount  equal  to the
                            aggregate  value of all such  shares  as  calculated
                            pursuant to Clause 5.3.1(ii).

                     5.3.3  Not later than  November 3, 1999,  SB shall  convert
                            all the  shares of  Preferred  Stock then held by SB
                            into Common Stock and subject to Clause  5.6(ii) may
                            in its sole discretion  during the Settlement Period
                            sell any or all of such  shares of Common  Stock and
                            any shares of Common  Stock  received by SB from ICN
                            pursuant to Clause 5.3 in one or more  transactions;
                            provided that SB will only sell Additional Shares as
                            SB in its  reasonable  discretion  believes would be
                            required  to be sold to realize  the full amount due
                            to SB hereunder.

                     5.3.4  For the  purposes  of this  Clause  5.3.4,  sales of
                            Common Stock by SB during any Trading Day during the
                            Settlement  Period  shall be  deemed  to be sales of
                            Remaining   Shares   until   one-twentieth   of  the
                            Remaining  Shares held by SB at the close of trading
                            on the  Principal  Market  on the last  Trading  Day
                            before the first day of the  Settlement  Period have
                            been sold and  thereafter  to be sales of Additional
                            Shares.  Not later than three Trading Days following
                            the  last  day  of  the   Settlement   Period,   the
                            Calculation  Agent  shall  deliver  to ICN a written
                            statement setting forth:

                              (i)      the number of -

                                       (A)      Remaining Shares held by SB; and

                                       (B)      Additional Shares held by SB

                                       in each case,  as of the close of trading
                                       on the  Principal  Market (x) on the last
                                       Trading  Day  preceding  the first day of
                                       the  Settlement  Period  and  (y)  on the
                                       Final Guarantee Date.

                              (ii) for each sale of Remaining  Shares made by SB
                                   during the Settlement Period -

                                       (A)       the number of Remaining Shares 
                                                 sold;

                                       (B)       the net sales proceeds received
                                                 from   such   sale   plus   the
                                                 aggregate  gross dividends paid
                                                 on such  Remaining  Shares from
                                                 the Completion Date through the
                                                 date of such sale;

                                       (C)       the  product  of the  number of
                                                 Remaining  Shares  sold and the
                                                 Final Guaranteed Price; and

                                       (D)       the    Proceeds    Surplus   or
                                                 Proceeds  Shortfall  in respect
                                                 of such  Remaining  Shares,  if
                                                 any;

                              (iii) for each sale of  Additional  Shares made by
                                    SB during the Settlement Period -
                                     
                                       (A)       the number of Additional Shares
                                                 sold; and

                                       (B)       the net sales proceeds received
                                                 from   such   sale   plus   the
                                                 aggregate  gross dividends paid
                                                 on such Additional  Shares from
                                                 the Completion Date through the
                                                 date of such sale.

                              (iv)     the  aggregate  amount  of cash,  if any,
                                       paid  by ICN to SB  pursuant  to  Clauses
                                       5.2, 5.3 and 5.4.

                              (v)      for any  Remaining  Shares  held by SB at
                                       the  close of  trading  on the  Principal
                                       Market on the Final Guarantee Date:

                                       (A)                 (1)    the    Current
                                                           Market  Price for the
                                                           Final  Guarantee Date
                                                           plus    the     gross
                                                           dividends   paid  per
                                                           share     on     such
                                                           Remaining Shares from
                                                           the  Completion  Date
                                                           through   such   date
                                                           minus  (2) the  Final
                                                           Guaranteed Price;
                                       (B)       the  amount  determined  in (A)
                                                 multiplied  by  the  number  of
                                                 such Remaining Shares.

                                       If the amount determined in Clause (B) is
                                       positive,  such  amount will be deemed to
                                       be a Proceeds  Surplus;  if the amount in
                                       Clause  (B)  is  negative,  the  absolute
                                       value of such  amount  shall be deemed to
                                       be a Proceeds Shortfall.

                              (vi)     the aggregate of the Proceeds Shortfalls,
                                       if  any,   minus  the  aggregate  of  the
                                       Proceeds Surpluses.

                  5.3.5       Not  later  than the  second  Business  Day  after
                              receipt   from  the   Calculation   Agent  of  the
                              statement provided for in Clause 5.3.4:

                            (i)    if the  amount  described  in  (vi)  of  such
                                   statement  is  negative,  SB shall pay to ICN
                                   the  absolute  value of such  amount  in such
                                   combination of cash and delivery of shares of
                                   Original  Common Stock as SB shall  determine
                                   in its sole discretion. In addition, SB shall
                                   return  to ICN  all  Additional  Shares  then
                                   owned  by SB and any cash  proceeds  from the
                                   sale of Additional  Shares plus the aggregate
                                   gross dividends paid from the Completion Date
                                   through the Final Guarantee Date on such then
                                   owned   Additional   Shares,   and  any  cash
                                   delivered  to SB pursuant to Clauses 5.2, 5.3
                                   and 5.4.

                            (ii)   if the  amount  described  in  (vi)  of  such
                                   statement is positive,  the Calculation Agent
                                   shall  subtract  from such  amount the amount
                                   described   in  Clause   5.3.4(iv)   and  the
                                   aggregate   amounts   described   in   Clause
                                   5.3.4(iii)(B)  for all  sales  of  Additional
                                   Shares during the Settlement  Period. If such
                                   amount is still positive, ICN shall pay to SB
                                   the  difference  in cash  less the  aggregate
                                   gross dividends paid from the Completion Date
                                   through   the   Final   Guarantee   Date   on
                                   Additional  Shares not sold by the end of the
                                   Settlement   Period.   If  such   amount   is
                                   negative, SB shall return to ICN the absolute
                                   value of such amount in cash. In addition, SB
                                   shall  return  to ICN all  Additional  Shares
                                   then  owned  by SB plus the  aggregate  gross
                                   dividends  paid  from  the  Completion   Date
                                   through the Final Guarantee Date on such then
                                   owned Additional Shares.

                            For  purposes  of this Clause  5.3.5,  any shares of
                            Original  Common Stock  delivered by SB to ICN shall
                            be valued at the Current  Market Price for the Final
                            Guarantee Date.

         5.4      LIMITS ON DELIVERY OF ADDITIONAL SHARES. ICN shall not deliver
                  Additional  Shares to SB  pursuant  to this  Agreement  to the
                  extent that such  delivery  would  increase the  percentage of
                  outstanding  shares of Common  Stock that would be owned by SB
                  (excluding  shares of  Common  Stock  acquired  and held by SB
                  independent of this Agreement) at the time of delivery to more
                  than  4.9%,   assuming  for  purposes  of  such   calculation,
                  conversion  into Common  Stock of all of the  Preferred  Stock
                  then held by SB. If ICN would, but for the preceding sentence,
                  have the option to deliver Additional Shares to SB, ICN shall,
                  in lieu  of  such  delivery,  pay to SB on the  date on  which
                  delivery of such  Additional  Shares is otherwise  due, a cash
                  amount  equal to the  difference  between the payment then due
                  and the value of the Additional Shares (calculated as provided
                  in Clause 5.2 and Clause 5.3) that ICN is permitted to deliver
                  and  delivers  to  SB  on  such  date.   Notwithstanding   the
                  prohibition on delivery of Additional  Shares contained in the
                  first  sentence of this Clause 5.4, if ICN notifies SB in good
                  faith that it is  financially  unable to pay SB all or part of
                  such  cash  amount,  SB may,  in its sole  discretion,  accept
                  delivery  of all  or  any  of  such  amount  in  the  form  of
                  Additional Shares.

         5.5      SALES PRIOR TO SETTLEMENT  PERIOD. In the event that SB shall,
                  at any time  prior to the close of  trading  on the  Principal
                  Market on the last Trading Day before the  Settlement  Period,
                  as permitted by Clause 5.6, sell to any third party, excluding
                  any  Affiliate of SB, ICN or any Affiliate of ICN any Original
                  Common Stock then:

                  (i)         The Calculation  Agent shall determine whether the
                              aggregate  net sales  proceeds  received from such
                              sales when added to the aggregate  gross dividends
                              paid on  such  Shares  from  the  Completion  Date
                              through  the  date of such  sale  exceeds  the per
                              share  price  that  is  the  linear  interpolation
                              (straight line) between the Original Price and the
                              Final  Guaranteed  Price  for  such  date  of sale
                              multiplied by the number of Shares sold.

                  (ii)        If an excess  exists,  on the tenth  Business  Day
                              following  such  sale  SB  shall  pay to ICN  such
                              excess,  at the option of SB, either in cash or in
                              the  form of the  return  of  shares  of  Original
                              Common Stock, valued at the net price per share of
                              Common Stock realized by SB in such sale.

         5.6      TRANSFER RESTRICTIONS.  Except as provided in this Clause 5.6,
                  prior to November  1, 1999,  SB shall not:  (i) without  ICN's
                  prior written consent, sell, convey, assign or transfer any of
                  the  Shares  unless the net price to be  received  by SB would
                  exceed  U.S.$75  per share of Common  Stock or (ii) effect any
                  sales of Common  Stock on any  Trading  Day  pursuant  to this
                  Clause 5 unless  such Sales would have met the  condition  set
                  forth in Section  (b)(4)(i) of Rule 10b-18  promulgated  under
                  the 1934 Act if such Rule  would have been  applicable  to SB;
                  provided,  that the  covenant  of SB in (ii)  above  shall not
                  apply to sales of Common  Stock  not in  excess of (A)  30,000
                  shares on any Trading Day, or (B) 50,000 shares on any Trading
                  Day if the price of the Common Stock on the  Principal  Market
                  on the previous  Trading Day was less than 50% of the Original
                  Price.

         5.7      ADJUSTMENTS.

                     5.7.1  In the event  that ICN issues  additional  shares of
                            Common  Stock  pursuant to a stock  dividend,  stock
                            distribution or subdivision,  the Initial Guaranteed
                            Price  and  the  Final   Guaranteed   Price   shall,
                            concurrently  with the  effectiveness  of such stock
                            dividend,  stock  distribution  or  subdivision,  be
                            proportionately  reduced,  as if the Preferred Stock
                            was converted into Common Stock and in the event the
                            outstanding  shares of Common  Stock of ICN shall be
                            combined or  consolidated,  by  reclassification  or
                            otherwise,  into a lesser number of shares of Common
                            Stock,  the Initial  Guaranteed  Price and the Final
                            Guaranteed  Price  shall,   concurrently   with  the
                            effectiveness of such combination or  consolidation,
                            be proportionately  increased.  If any of the events
                            described  in the  preceding  sentence  occurs,  all
                            references  in this Clause 5 to number,  percentage,
                            value or  amount of any  Shares  or any  calculation
                            relating thereto shall be adjusted as appropriate as
                            of the day of such event.

                     5.7.2  All  references  contained  herein to share  prices,
                            trading  volumes  and the like  are to such  numbers
                            prior to the ex-date for the stock split for holders
                            of record of the Common Stock on February 17, 1998.

                     5.7.3  In the event of the  occurrence  of any other  event
                            which  would  give  rise  to an  adjustment  of  the
                            Conversion   Ratio  of  the  Series  D   Convertible
                            Preferred   Stock  pursuant  to  the  terms  of  the
                            Certificate of Designation,  the Initial  Guaranteed
                            Price  and  the  Final  Guaranteed  Price  shall  be
                            increased  or  decreased,  as  applicable,  to  take
                            effect  of  any  adjustments  made  pursuant  to the
                            adjustment  provisions  set forth in Section 2(c) of
                            the   Certificate   of   Designation   so  that  the
                            Guaranteed  Value shall remain unchanged as a result
                            of such adjustments. For the avoidance of doubt, the
                            Initial  Guaranteed  Price and the Final  Guaranteed
                            Price  shall   remain   unchanged   if  any  of  the
                            adjustments  under this  Section  5.7.3 were already
                            accounted for under Section 5.7.1.

         5.8      LIMITS ON INCREASE OF SB'S HOLDING  PERCENTAGE.  ICN shall not
                  directly or indirectly redeem, repurchase or otherwise acquire
                  any shares of Common Stock or any other class of capital stock
                  of ICN or take any other action  affecting  such shares (other
                  than such action taken at the request of SB or unless SB shall
                  have waived in writing its rights under this Clause  5.8),  if
                  such action  would  increase  the  percentage  of  outstanding
                  shares of Common Stock owned by SB (excluding shares of Common
                  Stock acquired and held by SB independent of this  Agreement),
                  assuming  conversion  of the  Preferred  Stock  held by SB, to
                  greater than 4.9%.

                  For the  purposes  of this  Clause  5.8, in the event SB shall
                  have  transferred  any  shares of  Common  Stock to any of its
                  Affiliates,  "SB"  shall mean SB and the  Affiliates  of SB to
                  which any shares of Common Stock shall have been transferred.

         5.9      CHANGE OF CONTROL. The day on which a Change of Control of ICN
                  becomes  effective  shall be deemed to be the first day of the
                  Settlement Period and the provisions of Clause 5.3 shall apply
                  except that:  (i) the Estimated  Amount shall be payable to SB
                  in cash only, and (ii) all relevant dates shall be accelerated
                  as appropriate.

         5.10     ACCELERATION OF SETTLEMENT  PERIOD.  If: (i) ICN fails to: (a)
                  perform,  in any  material  respects,  any of its  obligations
                  under this Clause 5, including,  without limitation to deliver
                  any of the  Additional  Shares or pay any cash to SB when such
                  delivery  or  payment  becomes  due;  (b) make any  payment of
                  interest,  principal  or other amount in respect of any of its
                  Indebtedness or Indebtedness guaranteed by it as and when that
                  Indebtedness  becomes  payable;  (c)  perform or  observe  any
                  covenant  or  agreement  to be  performed  or  observed  by it
                  contained  in  any  other   agreement  or  in  any  instrument
                  evidencing any of its Indebtedness or Indebtedness  guaranteed
                  by it and, as a result of its failure  under (b) or (c) above,
                  any  other  party  to  that   agreement  or   instrument   has
                  accelerated the maturity of such Indebtedness; or (d) maintain
                  its shares of Common  Stock  listed and traded on a nationally
                  recognized  securities  exchange  or a  nationally  recognized
                  securities  market; or (ii) a Liquidation  Event occurs,  then
                  the date of such  failure  shall be deemed to be the first day
                  of the  Settlement  Period  and the  provisions  of Clause 5.3
                  shall apply except  that:  (a) the  Estimated  Amount shall be
                  payable to SB in cash only, (b) ICN shall indemnify SB in full
                  for any loss  suffered by SB as a result of such  acceleration
                  of the  Settlement  Period and (c) all relevant dates shall be
                  accelerated as appropriate.  Notwithstanding the foregoing, if
                  ICN notifies SB in good faith that it is financially unable to
                  pay SB all or part of the Estimated Amount in cash, SB may, in
                  its sole  discretion,  accept delivery of all or any such cash
                  amount in the form of Additional Shares.

         5.11     CALCULATION  AGENT.  All   determinations,   calculations  and
                  adjustments  hereunder shall be made by the Calculation  Agent
                  in its reasonable  judgment and, absent manifest error,  shall
                  be binding on the parties hereto.  The Calculation Agent shall
                  provide reasonable detail of any determination, calculation or
                  adjustment upon request.

         5.12     VOTING RIGHTS. Except for voting on the matters which may have
                  adverse  effect,  directly  or  indirectly,  on the  Preferred
                  Stock,  or the rights attached  thereto,  individually or as a
                  class, on any matter  submitted to the vote of shareholders of
                  ICN  holders  of shares of  Preferred  Stock  shall  vote such
                  shares in the same  proportion  and in the same  manner as all
                  other  shares of ICN having  voting  rights which are actually
                  voted on such matter. The foregoing  provision shall not apply
                  if any of the  events  specified  in Clause  5.10  shall  have
                  occurred and be continuing.

         5.13     The consideration payable pursuant to this Clause 5 will be
                  apportioned between the individual Assets in accordance with
                  Schedule Fifteen.

         5.14     DEFINITIONS.Capitalised terms used in this Clause 5 and not 
                  defined in Clause 1 of this Agreement, shall have the meanings
                  set out below.

                  "ACTUAL  VALUE"  means the sum of (i) the  product  of (a) the
                  Current  Market  Price  for  a  Guarantee  Date  and  (b)  the
                  Remaining   Shares  plus  the  Additional   Shares   (assuming
                  conversion of Preferred Stock into Common Stock), and (ii) the
                  aggregate  gross  dividends paid from  Completion Date to such
                  Guarantee  Date on such Remaining  Shares and such  Additional
                  Shares.

                  "ADDITIONAL SHARES" means shares of Preferred Stock other than
                  Original  Preferred Stock and any shares of Common Stock other
                  than  Original  Common  Stock  issued  by ICN to SB after  the
                  Completion Date.

                  "ADJUSTED CURRENT MARKET PRICE" means the Current Market Price
                  as of a Guarantee Date  (assuming  conversion of any Preferred
                  Stock) plus the aggregate  gross dividends per Remaining Share
                  paid since the Completion Date.

                  "CALCULATION AGENT" means SB.

                  "CASH PORTION OF THE PURCHASE PRICE" means U.S.$22,500,000.

                  "CHANGE OF CONTROL" means such time as either:  (i) any Person
                  or group  (within the meaning of Section 13(d) or 14(d) of the
                  1934 Act) has acquired,  directly or indirectly, for cash, the
                  beneficial  ownership,  by way  of  merger,  consolidation  or
                  otherwise  of the  majority  of the  voting  power of ICN on a
                  fully-diluted basis; (ii) the sale, lease or transfer for cash
                  of all or substantially all of the assets of ICN to any Person
                  or group; or (iii) the  consolidation or merger of ICN with or
                  into another Person or any Person consolidates with, or merges
                  with or into ICN, in any such event  pursuant to a transaction
                  in which the majority of holders of Common Stock  receive cash
                  for their shares.

                  "CLOSING  PRICE"  means the  price of one share of the  Common
                  Stock on the  Principal  Market at the close of trading on the
                  Principal Market.

                  "CURRENT  MARKET PRICE" means for a Guarantee Date the average
                  of the Closing Prices for the five consecutive Valuation Dates
                  immediately prior to such Guarantee Date.

                  "EQUITY PORTION OF THE PURCHASE PRICE" means U.S$23,000,000.

                  "ESTIMATED  AMOUNT"  means an amount  equal to the amount,  if
                  any, by which the Guaranteed Value on the Final Guarantee Date
                  would exceed the Actual Value as of the Final  Guarantee  Date
                  assuming that the Current Market Price on the Final  Guarantee
                  Date is equal to the Closing Price on October 28, 1999.

                  "FINAL  GUARANTEE  DATE" means the last  Valuation Date of the
                  Settlement Period.

                  "FINAL GUARANTEED PRICE" means U.S.$69.00 per share.

                  "GUARANTEE DATE" means the Initial Guarantee Date or the Final
                  Guarantee Date.

                  "GUARANTEED  VALUE" means (i) for the Initial  Guarantee  Date
                  the  product of (x) the Initial  Guaranteed  Price and (y) the
                  Remaining Shares held by SB on the Initial  Guarantee Date and
                  (ii) for the Final Guarantee Date the product of (x) the Final
                  Guaranteed  Price and (y) the  Remaining  Shares held by SB at
                  the close of trading on the  Principal  Market on the  Trading
                  Date  immediately  preceding  the first day of the  Settlement
                  Period.

                  "INDEBTEDNESS"  means an amount  in excess of  U.S.$10,000,000
                  (or its  foreign  currency  equivalent  based  on the  foreign
                  exchange rate on the first date of such Indebtedness)  payable
                  or guaranteed by ICN as debtor, borrower,  issuer or guarantor
                  pursuant to any (i)  judgments,  decrees or orders for payment
                  of  money;  or  (ii)  agreement  or  instrument  involving  or
                  evidencing money borrowed or received, an extension or credit,
                  a  conditional  sale or a transfer  with  recourse  or with an
                  obligation to repurchase.

                  "INITIAL GUARANTEE DATE" means December 31, 1998.

                  "INITIAL GUARANTEED PRICE" means U.S.$62.16 per share.

                  "INTERIM  PAYMENT"  means  the  amount,  if any,  by which the
                  Guaranteed  Value  exceeds  the  Actual  Value on the  Initial
                  Guarantee Date.

                  "LIQUIDATION  EVENT"  means,  in  respect  of ICN,  any of the
                  following   events:   (i)   any   insolvency   or   bankruptcy
                  proceedings, or any receivership,  liquidation, reorganization
                  or  other  similar   proceedings   in  connection   therewith,
                  commenced by ICN or by its creditors,  as such, or relating to
                  its assets or (y) the  dissolution  or other winding up of ICN
                  whether total or partial, whether voluntary or involuntary and
                  whether or not involving insolvency or bankruptcy proceedings,
                  or (z) any  assignment  for the  benefit of  creditors  or any
                  marshaling of the material  assets or material  liabilities of
                  ICN.

                  "ORIGINAL  COMMON  STOCK" means the number of shares of Common
                  Stock  into  which  the  Original   Preferred   Stock  may  be
                  converted.

                  "ORIGINAL PREFERRED STOCK" means the shares of Preferred Stock
                  delivered by ICN to SB at Completion.

                  "ORIGINAL PRICE" means U.S.$56.05 per share.

                  "PRINCIPAL  MARKET" means the principal  exchange on which the
                  Common  Stock is traded or the  principal  market on which the
                  Common Stock is quoted.

                  "PROCEEDS  SHORTFALL"  means (i) with  respect  to any sale of
                  Remaining  Shares,  the amount by which (A) the product of the
                  number of Remaining Shares sold and the Final Guaranteed Price
                  exceeds (B) the  aggregate  net sales  proceeds  received from
                  such  sale plus the  aggregate  gross  dividends  paid on such
                  Remaining  Shares from the Completion Date through the date of
                  such sale and (ii) with respect to any  Remaining  Shares held
                  by SB at the close of trading on the  Principal  Market on the
                  Final  Guarantee  Date,  the amount  computed  as  provided in
                  Clause 5.3.4.(v).

                  "PROCEEDS  SURPLUS"  means  (i)  with  respect  to any sale of
                  Remaining  Shares,  the  amount,  if any, by which (A) the net
                  sales  proceeds  received  from such  sale plus the  aggregate
                  gross  dividends  paid  on  such  Remaining  Shares  from  the
                  Completion  Date through the date of such sale exceeds (B) the
                  Final  Guaranteed Price and (ii) with respect to any Remaining
                  Shares  held by SB at the close of  trading  on the  Principal
                  Market on the Final  Guarantee  Date,  the amount  computed as
                  provided in Clause 5.3.4(v).

                  "PURCHASE PRICE" means U.S.$45,500,000.

                  "REMAINING SHARES" means, as of any date of determination, the
                  number of shares of Common Stock into which shares of Original
                  Preferred  Stock  owned  by SB on a  Guarantee  Date  are then
                  convertible  and shares of Original  Common Stock then held by
                  SB.

                  "SETTLEMENT PERIOD" means the period of twenty Valuation Dates
                  from and including November 4, 1999.

                  "SHARES" means the Preferred Stock and the Common Stock.

                  "STOCK  MARKET  DISRUPTION  EVENT"  means  the  occurrence  or
                  existence on any Trading Day of any of the following events:

                  The  suspension  or material  limitation of trading in (i) the
                  Common  Stock  on  the  Principal   Market,   (ii)  securities
                  generally on the Principal  Market, or (iii) options contracts
                  related  to the Common  Stock  traded on the  relevant  option
                  exchange.

                  For the purposes of this  definition  (a) a limitation  on the
                  hours and  number of days of  trading  will not  constitute  a
                  Stock Market  Disruption Event if it results from an announced
                  change in the regular business hours of the relevant  exchange
                  and (b) a material  limitation on trading  imposed  during the
                  course  of a day by  reason of  movements  in price  exceeding
                  levels  permitted by the relevant  exchange will  constitute a
                  Stock Market Disruption Event.

                  The Calculation  Agent shall as soon as practicable  notify SB
                  and ICN of the  existence  or  occurrence  of a  Stock  Market
                  Disruption  Event on any day that  but for the  occurrence  or
                  existence of a Stock Market Disruption Event would have been a
                  Valuation Date.

                  "TRADING  DAY"  means  a day  that  is a  trading  day  on the
                  Principal  Market and Chicago Board Options  Exchange (in each
                  case other than a day on which  trading  on such  exchange  is
                  scheduled to close prior to its regular closing time).

                  "VALUATION  DATE" means a Trading Day on which no Stock Market
                  Disruption Event has occurred or exists.

6.       COMPLETION

         6.1      COMPLETION VENUE: Completion of this Agreement will take place
                  at the offices of Coudert  Brothers in New York, New York, USA
                  on the Completion Date.

         6.2      ICN  CONDITIONS  PRECEDENT:  The obligation of ICN to complete
                  the  transaction   contemplated   hereby  is  subject  to  the
                  satisfaction  on or  prior  to  the  Completion  Date  of  the
                  following  conditions  (all or any of which  may be  waived in
                  whole or in part by ICN):

                  6.2.1       REPRESENTATIONS      AND      WARRANTIES:      The
                              representations  and warranties made by SB in this
                              Agreement  shall have been true and correct in all
                              respects as of the  Completion  Date with the same
                              force and  effect as though  said  representations
                              and  warranties  had been  made on the  Completion
                              Date (except for  representations  and  warranties
                              made as of a  specified  date,  which will be true
                              and correct in all  respects  as of the  specified
                              date).

                  6.2.2       PERFORMANCE:  SB shall have performed and complied
                              in all  material  respects  with  all  agreements,
                              obligations   and  conditions   required  by  this
                              Agreement to be so  performed or complied  with by
                              it prior to or at Completion.

                  6.2.3       GOVERNMENT  APPROVALS:  All approvals of competent
                              authorities  required for the  consummation of the
                              transactions  contemplated by this  Agreement,  if
                              any,  have been  obtained and all waiting  periods
                              under  applicable laws, if any, shall have expired
                              or been terminated.

                  6.2.4       CERTIFICATE  OF  DESIGNATION:  The  Certificate of
                              Designation shall have been accepted for filing by
                              the Secretary of State of the State of Delaware.

                  6.2.5       LISTING OF UNDERLYING  STOCK: The shares of Common
                              Stock   into   which   the   Preferred   Stock  is
                              convertible shall have been authorised for listing
                              upon  official  notice of issuance on the New York
                              Stock Exchange.

                  6.2.6       LITIGATION:  No  investigation,  suit,  action, or
                              other  proceeding  shall be  threatened or pending
                              before any court or governmental agency that seeks
                              the  restraint,  prohibition,  damages,  or  other
                              relief in  connection  with this  Agreement or the
                              consummation of the  transactions  contemplated by
                              this Agreement unless such action would not have a
                              Material Adverse SB Effect.

                  6.2.7       NO  ADVERSE  CHANGE:  During  the  period  from  1
                              October  1997 to the  Completion  Date there shall
                              not have  occurred or been  discovered,  and there
                              shall not exist on the Completion  Date except for
                              that which has been otherwise  disclosed elsewhere
                              in this Agreement or in the  Disclosure  Schedule,
                              any  condition  or fact that would have a Material
                              Adverse SB Effect.

         6.3      SB CONDITIONS PRECEDENT:  The obligation of SB to complete the
                  transaction contemplated hereby is subject to the satisfaction
                  on or prior to the Completion Date of the following conditions
                  (all or any of which may be waived in whole or in part by SB):

                  6.3.1       REPRESENTATIONS      AND      WARRANTIES:      The
                              representations and warranties made by ICN in this
                              Agreement  shall have been true and correct in all
                              respects as of the  Completion  Date with the same
                              force and  effect as though  said  representations
                              and  warranties  had been  made on the  Completion
                              Date (except for  representations  and  warranties
                              made as of a  specified  date,  which will be true
                              and correct in all  respects  as of the  specified
                              date).

                  6.3.2       PERFORMANCE: ICN shall have performed and complied
                              in all  material  respects  with  all  agreements,
                              obligations   and  conditions   required  by  this
                              Agreement to be so  performed or complied  with by
                              it prior to or at Completion.

                  6.3.3       GOVERNMENT  APPROVALS:  All approvals of competent
                              authorities  required for the  consummation of the
                              transactions  contemplated by this  Agreement,  if
                              any,  have been  obtained and all waiting  periods
                              under  applicable laws, if any, shall have expired
                              or been terminated.

                  6.3.4       LITIGATION:  No  investigation,  suit,  action, or
                              other  proceeding  shall be  threatened or pending
                              before any court or governmental agency that seeks
                              the  restraint,  prohibition,  damages,  or  other
                              relief in  connection  with this  Agreement or the
                              consummation of the  transactions  contemplated by
                              this Agreement unless such action would not have a
                              Material Adverse ICN Effect.

                  6.3.5       NO  ADVERSE  CHANGE:  During  the  period  from  1
                              January  1997 to the  Completion  Date there shall
                              not have  occurred or been  discovered,  and there
                              shall not exist on the Completion  Date except for
                              that which has been otherwise  disclosed elsewhere
                              in this  Agreement,  any  condition  or fact  that
                              would have a Material Adverse ICN Effect.

                  6.3.6       CERTIFICATE  OF  DESIGNATION.  The  Certificate of
                              Designation shall have been accepted for filing by
                              the Secretary of State of the State of Delaware.

                  6.3.7       LISTING OF UNDERLYING  STOCK: The shares of Common
                              Stock   into   which   the   Preferred   Stock  is
                              convertible shall have been authorised for listing
                              upon  official  notice of issuance on the New York
                              Stock Exchange.

                  6.3.8       LETTER OF CREDIT.  ICN shall have  procured at its
                              own  expense  an  irrevocable  standby  letter  of
                              credit  (the  "Standby  Letter  of  Credit")  from
                              Banque  Nationale  de Paris in favour of, and in a
                              form   acceptable   to,   SB  for  an   amount  of
                              $28,300,000 expiring not earlier than December 25,
                              1999.

         6.4      SB DELIVERIES:  At Completion, SB shall:

                  6.4.1       Execute and deliver to ICN the Master Trade Mark
                              Assignment.

                  6.4.2       Execute and deliver to ICN assignments of Goodwill
                              and Packaging Rights,  such documents being in the
                              form set out in Schedule 8.

                  6.4.3       Execute and deliver to ICN the Master Transition 
                              Distribution Agreement.

                  6.4.4       Execute and deliver to ICN the Master Transition
                              Manufacturing Agreement.

                  6.4.5       Execute  and deliver to ICN an  assignment  of the
                              Patents in the form set out in Schedule 8.

                  6.4.6       Execute and deliver to ICN the Registration Rights
                              Agreement.


         6.5      ICN DELIVERIES:

         At Completion, ICN shall:

                  6.5.1       Deliver to SB a duly executed stock certificate in
                              respect of the shares of  Preferred  Stock in form
                              and denomination acceptable to SB.

                  6.5.2       Deliver  to  SB  a  copy  of  the  Certificate  of
                              Designation  as filed with the  Secretary of State
                              of the State of Delaware  and proof of  acceptance
                              of  such  filing  by the  Secretary  of  State  of
                              Delaware.

                  6.5.3       Execute  and  deliver  to SB the  documents listed
                              in sub-Clauses 6.4.1 to 6.4.6.

                  6.5.4       Deliver to SB the Standby Letter of Credit

         6.6      TERMINATION:

         This  Agreement  and  the  transactions   contemplated  hereby  may  be
         terminated at any time prior to the Completion Date:

                  6.6.1       By the mutual written consent of SB and ICN;

                  6.6.2       By either SB or ICN if Completion shall not have 
                              occurred on or before June 30, 1998;

                  6.6.3       By  either  SB  or  ICN  if  consummation  of  the
                              transactions contemplated hereby shall violate any
                              non-appealable final order, decree or judgement of
                              any court or  governmental  body having  competent
                              jurisdiction; or

                  6.6.4       By either  SB or ICN if there has been a  material
                              violation  or breach by the other  party of any of
                              the  agreements,   representations  or  warranties
                              contained  in this  Agreement  that  has not  been
                              waived in writing, or if there has been a material
                              failure  of  satisfaction  of a  condition  to the
                              obligations  of the other  party that has not been
                              waived in writing, and such violation,  breach, or
                              failure has not been cured  within sixty (60) days
                              of written notice to the other party.

         6.7      EFFECT  OF  TERMINATION:   If  this  Agreement  is  terminated
                  pursuant to sub-Clause 6.6, all further  obligations of SB and
                  ICN under  this  Agreement  shall  terminate  without  further
                  liability of SB or ICN except (a) for the  obligations  of ICN
                  and   SB   under   Clauses   16.2   (Press    Releases),    17
                  (Confidentiality),   18  (Costs)  and  26  (Governing   Law  &
                  Jurisdiction)   and  (b)  that  such  termination   shall  not
                  constitute  a waiver by any party of any claim it may have for
                  damages  caused by reason of a breach by the other  party of a
                  representation, warranty, covenant or agreement.

7.       TRADE MARKS

         7.1      SB shall  assign the Trade  Marks to ICN and,  where SB is not
                  the registered proprietor,  SB shall procure the assignment of
                  the Trade  Marks by the  registered  proprietor  of such Trade
                  Marks.

         7.2      SB  hereby  agrees  on its own  behalf  and on  behalf  of its
                  relevant Affiliates, in addition to executing the Master Trade
                  Mark  Assignment,   to  execute  such  additional  trade  mark
                  assignments  as ICN may  reasonably  request to give effect to
                  Clause  7.1.  The  form of the  additional  assignments  to be
                  executed  pursuant  to this  Clause 7.2 is set out in Schedule
                  Eight.  It is  acknowledged  by the parties that this form may
                  need to be amended to the extent  necessary to comply with the
                  requirements of local law.

         7.3      In the event  that it is not  possible  or, in the  reasonable
                  opinion  of SB,  not  practicable,  to assign any of the Trade
                  Marks then at the option and cost of ICN,  SB shall,  or shall
                  procure that the registered proprietor shall, either:

                  7.3.1       cancel such of the Trade Marks as cannot be 
                              assigned, or

                  7.3.2       grant to ICN an  irrevocable,  exclusive,  royalty
                              free  licence in  respect  of such Trade  Marks in
                              such form as the parties to this  Agreement  shall
                              be  reasonably  advised to be  effective  by local
                              trade mark agents of repute.

         7.4      ICN  shall   prepare  at  its  own   expense  all  Trade  Mark
                  assignments or licences to be executed pursuant to this Clause
                  7.

         7.5      All records of assignments and licences of the Trade Marks 
                  shall be undertaken by ICN at its expense.

         7.6      Subject  to the  representations  set forth in  Clause  12.16,
                  title to and risk in the Trade  Marks  shall  pass to ICN with
                  effect from  Completion.  Neither SB nor its Affiliates  shall
                  have any  responsibility  for maintaining  registrations of or
                  defending  the  Trade  Marks  after  Completion  but shall use
                  reasonable efforts to provide at ICN's expense such assistance
                  with maintaining registrations or defending the Trade Marks as
                  ICN may reasonably request.

8.       STOCK

         8.1      As soon as reasonably  practicable after Completion,  SB shall
                  calculate  the  price  to be paid  for the  Stock  by ICN.  In
                  accordance  with the  principles of UK GAAP, the price for the
                  Stock  will  be  stated  at  the  lower  of  cost   (excluding
                  intercompany profit) and net realisable value.

         8.2      The quantities and  descriptions of the Stock and the cost and
                  net  realisable  value of the  Stock  shall be  determined  by
                  reference to a stock-taking to be taken within one month after
                  the  Completion  Date in each  Territory  by a  representative
                  appointed  by  SB,  working  jointly  with  a   representative
                  appointed  by ICN if ICN so requests in respect of  particular
                  countries.

         8.3      SB and ICN shall give to the other such  assistance  as may be
                  reasonably  required  to  enable  the price of the Stock to be
                  calculated  and SB shall  procure  that  proper  access to the
                  books of account  and  accounting  records of the  Business is
                  given to ICN at reasonable times and on reasonable  notice for
                  this purpose.

         8.4      8.4.1  For  Stock  levels of less than one  hundred and
                         eighty  (180)  days ICN  shall pay SB for all such
                         Stock  within  thirty (30) days of receipt of invoice
                         from SB.

                  8.4.2       Should the levels of Stock  exceed one hundred and
                              eighty (180) days ("Excess Stock"):

                              (i)      ICN  shall  pay SB the value of the first
                                       one hundred and eighty  (180) days' Stock
                                       within  thirty  (30) days of  receipt  of
                                       invoice from SB.

                              (ii)     ICN shall pay SB the value of the  Excess
                                       Stock  within two  hundred  and ten (210)
                                       days after the Completion  Date or within
                                       thirty   (30)  days  of  receipt  of  the
                                       relevant invoice from SB, if later.

         8.5      Payments  pursuant to sub-Clause  8.4 shall be made in cash in
                  accordance with  sub-Clause  23.9, and shall be in addition to
                  ICN's payment obligations pursuant to Clause 5 hereof.

         8.6      Any  dispute  concerning  the  price  of the  Stock  shall  be
                  referred  to  an  independent   chartered   accountant  to  be
                  appointed by the parties or (in default of  agreement)  by the
                  President of the Institute of Chartered Accountants in England
                  and Wales.  The  decision of such  chartered  accountant  (who
                  shall be deemed to act as an expert and not as an  arbitrator)
                  shall be final and binding on the parties and the cost of such
                  reference shall be paid by the parties in equal shares.

9.       BUSINESS CONTRACTS

         9.1 Subject to sub-Clause 9.2, ICN shall from the Completion Date:

                  9.1.1       assume the  obligations of and become  entitled to
                              the  benefits  of the SB  Contracting  Party under
                              each Business Contract; and

                  9.1.2       carry out and  perform all the  obligations  under
                              the  Business  Contracts  in  accordance  with the
                              terms contained therein.

         9.2      Insofar  as the  benefit  or burden of any  Business  Contract
                  cannot be  effectively  assigned  to or  assumed by ICN except
                  with the agreement or consent of any other party to it, SB and
                  ICN  shall  comply  with the  terms of  Clauses  14.2 and 15.1
                  respectively in relation to obtaining such consents.

         9.3      Subject to  sub-Clause  9.5 and the other  provisions  of this
                  Agreement,  all profits,  receipts,  losses,  liabilities  and
                  outgoings  arising from the conduct of the  Business  prior to
                  the  Effective  Date  shall  belong to and be paid,  borne and
                  discharged by SB. All profits,  receipts,  losses, liabilities
                  and  outgoings  arising from the conduct of the Business on or
                  after the  Effective  Date shall belong to and be paid,  borne
                  and discharged by ICN.

         9.4      Subject to sub-Clause  9.5, SB shall indemnify ICN against any
                  and all losses and  liabilities  incurred by ICN arising  from
                  the conduct of the Business  prior to the Effective  Date. ICN
                  shall  indemnify SB against any and all losses and liabilities
                  incurred by SB arising  from the conduct of the Business on or
                  after the Effective Date.

         9.5      Sub-Clauses 9.3 and 9.4 shall not come into effect unless and
                  until Completion takes place.

10.      PRODUCT REGISTRATIONS

         10.1     ICN shall,  as soon as  reasonably  practicable  following the
                  Completion Date,  apply to the appropriate  Authorities in the
                  Territories  for the grant to ICN of new  Product  Licences in
                  respect  of the  Products  corresponding  with the SB  Product
                  Licences in the respective Territory ("Marketing Authorisation
                  Transfer").  Further  subject to the  provisions of the Master
                  Transition  Distribution  Agreement and the Master  Transition
                  Manufacturing  Agreement,  SB shall, or shall procure that the
                  relevant Affiliates shall, request of the relevant Authorities
                  that the SB Product  Licences  be varied to include ICN as the
                  company responsible for warehousing,  marketing,  distributing
                  and selling the Products.

         10.2     In such countries as may be  appropriate,  the application for
                  the grant of such new Product Licences under Clause 10.1 shall
                  be by way of an abridged application ("Cross Referral") and SB
                  shall, or shall procure that its Affiliates shall,  provide to
                  ICN letters in the form set out in  Schedule  Ten and all such
                  other assistance as may be reasonably  necessary for the grant
                  of such Product Licences.

         10.3     Subject to sub-clause 10.4, the costs and expenses incurred in
                  connection  with  obtaining new Product  Licences and amending
                  the   existing  SB  Product   Licences  in   accordance   with
                  sub-clauses  10.1 and 10.2  (including any official fees to be
                  paid to any  Authority)  shall be borne equally by SB and ICN,
                  up to an aggregate of US$500,000 in fees and expenses.  To the
                  extent such fees and expenses in aggregate exceed  US$500,000,
                  ICN alone shall bear such excess.

         10.4     ICN and SB shall  within 45 days  after  Completion  prepare a
                  plan of work to be carried out by the  directors,  officers or
                  employees of SB or its Affiliates  after  Completion to enable
                  SB or its Affiliates to comply with  sub-clauses 10.1 and 10.2
                  or  otherwise  to  assist  ICN  with  Marketing  Authorisation
                  Transfer. All such work carried out shall be notionally valued
                  at US$100 per  man-hour,  and any  liability of SB to pay fees
                  and expenses  pursuant to sub-clause  10.3 shall be reduced by
                  the total notional value of all such work carried out.

         10.5     SB shall not be required to generate new or additional data or
                  information  or carry out any tests or trials  except that the
                  provisional  results from any ongoing  stability  trials as at
                  the Completion  Date relating to the Products will be provided
                  to ICN.  In addition  SB shall use its  reasonable  efforts to
                  complete any stability  trials which it is carrying out at the
                  date hereof in respect of the Products in the  Territories and
                  shall  pass  on  to  ICN  the  results  of  such  trials  when
                  completed.

         10.6     For each SB Product Licence, prior to Marketing  Authorisation
                  Transfer, SB shall hold that SB Product Licence as nominee and
                  trustee for and on behalf of ICN and shall,  at ICN's  expense
                  and subject to ICN approving  such  expenditure,  maintain the
                  same in full  force  and  effect  and will use its  reasonable
                  endeavours to procure any  modification of or addition to such
                  SB Product Licence as ICN may require.

         10.7     Prior to Marketing  Authorisation  Transfer (and in respect of
                  any Products subject to a Distribution  Agreement,  during the
                  term  of  such  agreement)  SB  and/or  its  Affiliates  shall
                  continue  to  discharge  their  obligations  under the law and
                  regulations  applicable to each SB Product Licence.  ICN shall
                  conduct the marketing of the Products during such period so as
                  to be consistent  with SB and/or its Affiliates  meeting their
                  obligations  and shall  satisfy  the  terms of the SB  Product
                  Licences.  Further, ICN shall fully co-operate with SB and its
                  Affiliates  in  the  discharge  of  its  relevant  obligations
                  including (without limitation):

                  10.7.1      the  expeditious  recording  and  reporting of any
                              adverse   events  in  accordance   with  laws  and
                              regulations  applicable to the SB Product Licences
                              provided  that  serious  adverse  events  shall be
                              reported to SB by ICN by  telephone,  facsimile or
                              other  instantaneous form of communication in each
                              case  confirmed  in  writing  by first  class post
                              immediately upon ICN becoming aware of the same;

                  10.7.2      obtaining the prior written approval of SB for all
                              promotional  materials  relating to the  Products,
                              such  approval not to be  unreasonably  delayed by
                              SB; and

                  10.7.3      complying  in all  respects  with  any  applicable
                              local codes of practice or regulations.

                  For the purposes of this clause a serious  adverse event means
                  a serious adverse  clinical  experience  which is fatal,  life
                  threatening,  disabling/incapacitating  or  which  results  in
                  hospitalisation.

         10.8     Full Economic Results

                     10.8.1 Notwithstanding any matter disclosed to ICN by SB in
                            or pursuant to the Disclosure Schedule, provided ICN
                            has filed  the  relevant  application  for a Product
                            Licence within one year after the  Completion  Date,
                            if an Authority refuses, through no fault of ICN, to
                            grant a Product Licence  (whether by assigning an SB
                            Product Licence or otherwise) within three (3) years
                            following  the  Completion  Date,  such  that ICN is
                            unable  to market a  Product  in a  certain  country
                            within the relevant  Territory,  SB shall pay ICN in
                            cash  within  thirty (30) days from the later of (a)
                            the date  falling  three years after the  Completion
                            Date  and (b)  receipt  of  notice  from  ICN of the
                            relevant  refusal  by the  regulatory  authority  an
                            amount  equal to 1.5  times  the 1997  sales of that
                            Product  in that  country  based on 9  January  1998
                            exchange rates as shown in Column A of the Sales and
                            Gross  Margin   Statement.   If  SB   identifies  an
                            appropriate   pharmaceutical,    OTC   or   consumer
                            healthcare  product or products  and ICN in its sole
                            discretion agrees to the transfer,  SB shall instead
                            of such  payment  transfer  to ICN all its rights in
                            and to such other product(s) as the parties agree is
                            or are of equivalent value to such sum.

                     10.8.2 Notwithstanding any matter disclosed to ICN by SB in
                            or pursuant to the Disclosure Schedule, in the event
                            that a Product  Licence is held by a third  party or
                            is subject to third  party  rights and SB is unable,
                            through no fault of ICN  either  (i) to procure  the
                            assignment  of the  Business  Contract in respect of
                            such third party to ICN or (ii) effect a novation or
                            other  similar  transfer  mechanism to enable ICN to
                            realise the  economic  results of the Product in the
                            country  on  equivalent   terms  enjoyed  by  SB  at
                            Completion,  in each case prior to 31 December 1999,
                            SB shall pay within 30 days of demand to ICN in cash
                            an amount  equal to 1.5 times the 1997 sales of that
                            Product  in that  country  based on 9  January  1998
                            exchange rates as shown in Column A of the Sales and
                            Gross  Margin   Statement.   If  SB   identifies  an
                            appropriate   pharmaceutical,    OTC   or   consumer
                            healthcare  product or products  and ICN in its sole
                            discretion agrees to the transfer,  SB shall instead
                            of such  payment  transfer  to ICN all its rights in
                            and to such other product(s) as the parties agree is
                            or are of equivalent value to such sum.

                     10.8.3 Pending the payment or transfer (if any) referred to
                            in sub-Clauses  10.8.1 and 10.8.2, the full economic
                            results  of the  relevant  Product in respect of the
                            relevant  country shall vest in ICN with effect from
                            the Effective Date.

                     10.8.4 In the event of  payment  by SB to ICN  pursuant  to
                            sub-Clauses  10.8.1 or 10.8.2  with  respect  to any
                            Product in any  country,  all rights with respect to
                            such Product in such  country  shall revert to SB as
                            of the date of such payment.

11.      MACHINERY

         Where  as a  result  of the  sale  of the  Products  pursuant  to  this
         Agreement,  an item or items of machinery  ("Machinery") owned by SB or
         its Affiliates becomes redundant, SB shall give ICN or procure that ICN
         is given a right of first  refusal to purchase  the  Machinery on terms
         mutually acceptable to the parties.

12.      REPRESENTATIONS AND WARRANTIES OF SB

         12.1     ORGANISATION:  SB is a  corporation  duly  organised,  validly
                  existing and in good standing under the laws of England,  with
                  full   corporate   power  and  authority  to  consummate   the
                  transactions contemplated hereby.

         12.2     AUTHORITY:  The execution and delivery of this Agreement by SB
                  and  the  consummation  and  performance  of the  transactions
                  contemplated  hereby, have been duly and validly authorised by
                  all  necessary  corporate  and  other  proceedings,  and  this
                  Agreement has been duly authorised, executed, and delivered by
                  SB and, assuming  enforceability  against ICN, constitutes the
                  legal,  valid and binding  obligation  of SB,  enforceable  in
                  accordance with its terms.

         12.3     TITLE TO ASSETS:  Except as set forth in Schedule  12.3 of the
                  Disclosure  Schedule,  SB or an  Affiliate  of SB has good and
                  marketable  title to all the Assets and will  convey  good and
                  marketable title at Completion,  free and clear of any and all
                  liens, encumbrances,  charges, claims, restrictions,  pledges,
                  security interest, or impositions of any kind (including those
                  of  secured  parties).  SB  or  an  Affiliate  of  SB  is  the
                  beneficial  owner of all the  Assets.  None of the  Assets  is
                  leased,  rented,  licensed, or otherwise not owned by SB or an
                  Affiliate of SB.

         12.4     NO VIOLATION OR CONFLICT:  The  execution and delivery of this
                  Agreement by SB and the performance of this Agreement (and the
                  transactions  contemplated  herein)  by SB (a) do not and will
                  not  conflict  with,  violate  or  constitute  or  result in a
                  default  under  any  law,   judgement,   order,   decree,  the
                  Memorandum  and Articles of  Association of SB or any contract
                  or  agreement  to  which SB is a party or by which SB is bound
                  and (b) will not result in the creation or  imposition  of any
                  lien,  charge,  mortgage,  claim,  pledge,  security interest,
                  restriction  or  encumbrance of any kind on, or liability with
                  respect to, the Assets except as otherwise  provided herein or
                  otherwise disclosed on the Disclosure Schedule.

         12.5     PATENTS:  Except  for the  Patents  and except as set forth in
                  Schedule 12.5 of the Disclosure Schedule,  SB does not own any
                  patents  with  respect  to  the  active  ingredients  for  the
                  Products or the Products  themselves or the  manufacturing  of
                  the Products in the Territories.

         12.6     REGISTRATIONS:  To the best  knowledge  of SB,  the SB Product
                  Licences  constitute  all Product  Licences  held by SB or its
                  Affiliates  in  the  Global   Disposal   Area.  In  the  event
                  additional  Product  Licences are discovered at any time, they
                  will be transferred forthwith to ICN in accordance with Clause
                  10. Such transfer shall constitute ICN's only and final remedy
                  for a breach  of the  above  warranty.  Except as set forth on
                  Schedule  12.6  of  the  Disclosure  Schedule,  the  Exploited
                  Product Licences:

                  12.6.1      are in the  name of SB or an  Affiliate  of SB or,
                              where local regulations  dictate, in the name of a
                              local  distributor  being  a party  to a  Business
                              Contract;

                  12.6.2      constitute  all  licences,   permits,   approvals,
                              qualifications,  and governmental  specifications,
                              authorisations  or  requirements  which  SB or its
                              Affiliates  have in connection  with the marketing
                              and sale of the Products in the Territories, and

                  12.6.3      to the  best  knowledge  of SB after  due  inquiry
                              made,  constitute  all  such  licences,   permits,
                              approvals,    qualifications,   and   governmental
                              specifications,  authorisations,  and requirements
                              necessary  for  the  marketing  and  sale  of  the
                              Products in the Territories as currently conducted
                              by SB and its Affiliates and distributors.

                  All  Exploited  Product  Licences  and  Warranted  CEE Product
                  Licences are in full force and effect.  SB has  complied  with
                  all of its obligations  under the Exploited  Product  Licences
                  and  all  applicable  laws  and  regulations  relating  to the
                  marketing,  distribution  and  sale of the  Products  in their
                  respective Territories. To SB's knowledge, except as set forth
                  in Schedule  12.6 of the  Disclosure  Schedule,  no  Exploited
                  Product  Licence  is  likely  to be  suspended,  cancelled  or
                  revoked  or is likely  not to qualify  for  assignment  to ICN
                  provided  ICN makes best  efforts  to obtain the  authorities'
                  consent  to  such  an  assignment.  SB does  not  warrant  the
                  possibility of continuation of any Product Licence in the name
                  of ICN in the event ICN decides to have Products  manufactured
                  by  an  entity  other  than  the  company  which  is  actually
                  manufacturing  that Product as of the Completion  Date, and SB
                  does not warrant any  continuation  of price approval or price
                  reimbursement for the Products by social security institutions
                  following the transfer of the Product Licences to ICN.

         12.7     STOCK:  As of  Completion,  each Product  comprising the Stock
                  shall  meet the  specifications  therefor  as set forth in the
                  manufacturing  documentation  and  Product  Licences  for such
                  Product with the competent  authority in the country concerned
                  of  the  relevant  Territory.   The  Stock  will  be  in  good
                  condition,  properly  stored and in compliance with applicable
                  laws,  usable and saleable in the ordinary course of business.
                  The Stock of each Product  with  individual  country  sales of
                  more  than  ,40,000  in 1997 as set  forth in  Column A of the
                  Sales  and  Gross  Margin  Statement  shall be  sufficient  to
                  maintain a running  business for 90 days based on annual sales
                  in 1997.  For  Products  with  individual  country  sales  not
                  exceeding  ,40,000 in 1997,  SB  represents  and warrants that
                  since 1  October  1997 it has  maintained  Stock  levels  in a
                  manner  consistent with previous  practice.  SB represents and
                  warrants  that  since  1  October  1997  it has  not  made  or
                  instituted  any unusual or novel method of sale in the conduct
                  of the Business inconsistent with past practices.

         12.8     TAXES:  As of the date  hereof,  there  are no liens for taxes
                  upon the Assets except for liens for current taxes not yet due
                  and payable.

         12.9     ABSENCE OF CERTAIN  CHANGES:  As of the date  hereof and as of
                  the Completion  Date and except as otherwise  disclosed on the
                  Disclosure  Schedule,  there has not since 1 October 1997 been
                  any event  causing a Material  Adverse SB Effect and SB is not
                  aware of any facts, circumstances, or proposed or contemplated
                  events  that  would have a  Material  Adverse SB Effect  after
                  Completion.

         12.10    VIOLATIONS  OF LAW:  Except as set forth in Schedule  12.10 of
                  the Disclosure  Schedule,  to the best of SB's knowledge after
                  due inquiry made, the operation of the Business by SB (i) does
                  not   violate   or   conflict   with  any  law,   governmental
                  specification,  authorisation,  or requirement, or any decree,
                  judgement,  order,  or  similar  restriction  in any  material
                  respect, and (ii) has not been the subject of an investigation
                  or inquiry by any governmental  agency or authority  regarding
                  violations or alleged violations,  or found by any such agency
                  or  authority  to be in  violation,  of any  law,  other  than
                  investigations,  inquiries  or findings  that have not had, or
                  are  reasonably  likely  not to have,  a  Material  Adverse SB
                  Effect.

         12.11    SB SALES STATEMENTS.  The sales and gross margin figures given
                  in the Sales and  Gross  Margin  Statement  are  accurate  and
                  complete in all  material  respects,  reflect only actual bona
                  fide  transactions  net  of  intercompany   profit,  and  were
                  prepared in accordance with UK GAAP consistently  applied.  SB
                  makes no warranty or representation as to the future financial
                  performance of the Business or the Assets.

         12.12    NO  GOVERNMENT  RESTRICTIONS:  Except as set forth on Schedule
                  12.12 of the  Disclosure  Schedule or for consents the failure
                  of which  to  obtain  would  not have a  Material  Adverse  SB
                  Effect,  no consent,  approval,  order or authorisation of, or
                  registration,  declaration  or filing with,  any  governmental
                  agency is required  to be obtained or made by or with  respect
                  to SB in  connection  with the  execution and delivery of this
                  Agreement by SB or the  consummation by it of the transactions
                  contemplated hereby to be consummated by it.

         12.13    LITIGATION:  Except  as set  forth  on  Schedule  12.13 of the
                  Disclosure Schedule or for adverse drug reports annexed to the
                  Disclosure Schedule, the Assets are not the subject of (i) any
                  outstanding  judgement,  order, writ,  injunction or decree of
                  any arbitrator or administrative or governmental  authority or
                  agency, limiting, restricting or affecting the Assets in a way
                  that  would  have a  Material  Adverse  SB Effect and (ii) any
                  pending or, to the best of SB's  knowledge,  after due inquiry
                  made,  threatened claim, suit,  proceeding,  charge,  inquiry,
                  investigation or action of any kind that would have a Material
                  Adverse SB Effect.  To the best  knowledge of SB, there are no
                  claims, actions, suits,  proceedings or investigations pending
                  or   threatened   by  or  against  SB  with   respect  to  the
                  transactions  contemplated  hereby,  at  law or in  equity  or
                  before or by any supranational,  federal,  state, municipal or
                  other  governmental  department,  commission,  board,  agency,
                  instrumentality or authority.

         12.14    BUSINESS  CONTRACTS:  To  the  best  of  SB's  knowledge,  the
                  Business  Contracts  listed in Schedule Four to this Agreement
                  constitute  all  the  supply,   distribution,   manufacturing,
                  intellectual  property licences and other contracts between SB
                  or its Affiliates  and third parties  material to the Business
                  save  for   short-term   purchase,   advertising   and   other
                  commitments  entered into by SB in the ordinary  course of its
                  business not reduced to formal  written  contracts.  Except as
                  disclosed  to ICN,  SB and its  Affiliates  and,  to the  best
                  knowledge  of SB, each other party to each  Business  Contract
                  has performed in all material respects each term, covenant and
                  condition of each Business  Contract  which is to be performed
                  by them at or before  the date  hereof.  Each of the  Business
                  Contracts  is in full  force and effect  and  constitutes  the
                  legal and binding  obligation of SB or its  Affiliate  and, to
                  the best knowledge of SB, the other parties thereto.

         12.15    MANUFACTURING  TECHNOLOGY  AND KNOW HOW:  The Know How and the
                  Product   Formulae   will  be  sufficient  to  enable  ICN  to
                  manufacture  the  Products to the same  standard as  currently
                  enjoyed.  However,  SB does not warrant that ICN has or at any
                  time will have the  ability to  manufacture  such  Products to
                  such  standard.  The Product  Formulae  fully conform with the
                  pertaining  Registrations approved by the competent government
                  authorities in the Territories.

         12.16    TRADE  MARKS:  Except  as set forth in  Schedule  12.16 of the
                  Disclosure  Schedule,  SB  or an  Affiliate  of  SB  owns  the
                  Exploited  Trade Marks and the  Warranted  CEE Trade Marks set
                  forth in Parts A and B of Schedule  Three  which are  formally
                  registered  or applied for. All Trade Mark  registrations  set
                  forth  in  Parts A and B of  Schedule  Three  have  been  duly
                  granted and have not been  cancelled,  abandoned  or otherwise
                  terminated  to the  best  knowledge  of  SB.  All  Trade  Mark
                  applications set forth in Parts A and B of Schedule Three have
                  been duly filed and maintained to the best knowledge of SB.

         12.17    NO  INFRINGEMENT  OF THIRD PARTY  RIGHTS:  Except as set forth
                  herein or in the Disclosure Schedule, the use of the Assets by
                  SB in the  Territory  does  not to the  best  knowledge  of SB
                  infringe  any third party  rights in a way which  results in a
                  Material Adverse SB Effect.

         12.18    INVESTMENT REPRESENTATIONS:

                  12.18.1     SB understands that neither the shares of Original
                              Preferred  Stock (as  defined in  sub-Clause  5.13
                              hereof) nor the shares of Common  Stock into which
                              such  shares  may be  converted  (the  "Conversion
                              Shares"  and   collectively   with  the   Original
                              Preferred  Stock  the   "Securities")   are  being
                              registered  under the  Securities  Act of 1933, as
                              amended, (the "Securities Act") and are being sold
                              to SB in a  transaction  that is  exempt  from the
                              registration requirements of the Securities Act.

                  12.18.2     SB has such  knowledge and experience in financial
                              and   business   matters   as  to  be  capable  of
                              evaluating  the merits and risks of an  investment
                              in the Original  Preferred  Stock,  and is able to
                              bear  the  economic  risk  of  investment  in  the
                              Original Preferred Stock.

                  12.18.3     SB is acquiring the Original  Preferred  Stock for
                              its  own  account  and  not  with  a  view  to any
                              distribution  of  the  Original  Preferred  Stock,
                              subject,  nevertheless,  to the understanding that
                              the  disposition of its property will at all times
                              be and remain within its control.

                  12.18.4     SB understands  that:  (a) the Original  Preferred
                              Stock will be in  unregistered  form only and that
                              any certificates delivered to it in respect of the
                              Original   Preferred  Stock  will  bear  a  legend
                              substantially the following form:

                  "This  Security has not been  registered  under the Securities
                  Act of 1933, as amended,  (the "Securities  Act") or any state
                  securities law and,  accordingly,  may not be offered, sold or
                  otherwise transferred other than in a transaction exempt from,
                  or  not  subject  to,  the  registration  requirements  of the
                  Securities  Act. The transfer of this security is subject to a
                  sale and purchase  agreement dated February 24, 1998,  between
                  SmithKline Beecham p.l.c. and ICN Pharmaceuticals, Inc.",

                  and (b) ICN has agreed to reissue  such  certificates  without
                  the  foregoing  legend  in the event of a  disposition  of the
                  Securities in accordance with the provisions of clause 12.18.5
                  below  (provided,   in  the  case  of  a  disposition  of  the
                  Securities in accordance with clause  12.18.5(f)  below,  that
                  the legal opinion  referred to in such  paragraph so permits),
                  or at its  request  at such time as it would be  permitted  to
                  dispose of them in accordance with clause 12.18.5(a) below.

                  12.18.5     SB agrees  that in the event  that at some  future
                              time  it   wishes  to   dispose   of  any  of  the
                              Securities,   it  will  not  do  so  unless   such
                              disposition   is  made  in  accordance   with  any
                              applicable  securities  laws of any  state  of the
                              United States and:

                              (a)      such Securities are sold in compliance 
                                       with Rule 144(k) under the Securities 
                                       Act; or

                              (b)      such Securities are sold in compliance 
                                       with Rule 144A under the Securities
                                       Act; or

                              (c)      such Securities are sold in compliance
                                       with Rule 904 of Regulation S under
                                       the Securities Act; or

                              (d)      such Securities are sold pursuant to an 
                                       effective registration statement
                                       under the Securities Act; or

                              (e)      such Securities are sold to ICN; or

                              (f)      such  Securities  are  disposed of in any
                                       other  transaction  that does not require
                                       registration  under the  Securities  Act,
                                       and SB  theretofore  has furnished to ICN
                                       or its  designee  an  opinion  of counsel
                                       experienced  in securities law matters to
                                       such  effect or such other  documentation
                                       as  ICN or its  designee  may  reasonably
                                       request.

                  12.18.6     SB is  acquiring  the  Securities  solely  for the
                              purpose  of  investment  and  not  for  any  other
                              purpose  and has no intent to affect or  otherwise
                              influence the management of ICN or the composition
                              of its Board of Directors.

13.      REPRESENTATIONS AND WARRANTIES OF ICN

         13.1     ORGANISATION:  ICN is a corporation  duly  organised,  validly
                  existing and in good  standing  under the laws of the state of
                  Delaware,   with  full   corporate   power  and  authority  to
                  consummate the transactions contemplated hereby.

         13.2     AUTHORITY:  The execution  and delivery of this  Agreement and
                  all other  Agreements to be executed in  connection  with this
                  Agreement by ICN, and the  consummation and performance of the
                  transactions  contemplated  hereby  and  thereby,   including,
                  without  limitation,  the  issuance of the shares of Preferred
                  Stock, have been duly and validly  authorised by all necessary
                  corporate and other  proceedings,  and this  Agreement and all
                  other  Agreements  to be  executed  in  connection  with  this
                  Agreement have been duly authorised,  executed,  and delivered
                  by  ICN  and,   assuming   the   enforceability   against  SB,
                  constitutes  the legal,  valid and binding  obligation  of ICN
                  respectively, enforceable in accordance with its terms.

         13.3     NO VIOLATION OR CONFLICT:  The  execution and delivery of this
                  Agreement   and  all  other   Agreements  to  be  executed  in
                  connection  with this Agreement by ICN and the  performance of
                  this  Agreement  and all other  Agreements  to be  executed in
                  connection   with  this   Agreement   (and  the   transactions
                  contemplated  herein  and  thereby)  and the  issuance  of the
                  Preferred  Stock  by ICN do not and will  not  conflict  with,
                  violate or  constitute  or result in a default  under any law,
                  judgement,  order, decree, the certificate of incorporation or
                  bylaws of ICN, or any  contract or agreement to which ICN is a
                  party or by which ICN is bound.

         13.4     NO  GOVERNMENT  RESTRICTIONS:  Except as set forth on Schedule
                  13.4 of the  Disclosure  Schedule and for consents the failure
                  of which  to  obtain  would  not have a  Material  Adverse  SB
                  Effect,  no consent,  approval,  order or authorisation of, or
                  registration,  declaration  or filing with,  any  governmental
                  agency is required  to be obtained or made by or with  respect
                  to ICN in  connection  with the execution and delivery of this
                  Agreement   and  all  other   Agreements  to  be  executed  in
                  connection   with  this  Agreement  or  the  issuance  of  the
                  Preferred Stock.

         13.5     LITIGATION:  There are no claims, actions, suits,  proceedings
                  or investigations  pending or, to the best of ICN's knowledge,
                  threatened by or against ICN with respect to the  transactions
                  contemplated  hereby,  at law or in equity or before or by any
                  supranational, federal, state, municipal or other governmental
                  department,  commission,  board,  agency,  instrumentality  or
                  authority.

         13.6     CAPITALISATION.  The authorised  capital stock of ICN consists
                  of  100,000,000  authorised  shares of Common Stock,  $.01 par
                  value,  and 10,000,000  authorised  shares of preferred stock,
                  $.01 par value. As of January 31, 1998, there were outstanding
                  47,488,487  shares of Common  Stock,  as of  February 3, 1998,
                  2,249 shares of Series B Convertible  Preferred  Stock, and as
                  of December 31, 1997,  employee  stock  options to purchase an
                  aggregate  of  5,946,818  shares of ICN Common Stock (of which
                  options to purchase an aggregate  of  3,761,714  shares of ICN
                  Common  Stock were  exercisable).  As of February  3, 1998,  a
                  total of 50,861  shares of Common  Stock  were  issuable  upon
                  conversion of ICN's Series B Convertible  Preferred Stock, and
                  a total of 551,595  shares of Common Stock were  issuable upon
                  the conversion of Biocapital  Holding Swiss Franc Exchangeable
                  Certificates   convertible   debt   securities   of  ICN.  All
                  outstanding  shares  of  capital  stock of ICN have  been duly
                  authorised   and  validly   issued  and  are  fully  paid  and
                  non-assessable.  Except as set forth in this  Clause  and this
                  Agreement  and except for  changes  since  December  31,  1997
                  resulting   from  the  exercise  of  employee   stock  options
                  outstanding on such date,  there are outstanding (a) no shares
                  of capital  stock or other  voting  securities  of ICN, (b) no
                  securities of ICN convertible  into or exchangeable for shares
                  of capital  stock or voting  securities of ICN, and no options
                  or other rights to acquire from ICN and (c) no  obligation  of
                  ICN  to  issue,  any  capital  stock,   voting  securities  or
                  securities  convertible into or exchangeable for capital stock
                  or voting securities of ICN (the items in clauses (a), (b) and
                  (c) being referred to collectively  as "Company  Securities").
                  There  are  no  outstanding  obligations  of ICN or any of its
                  subsidiaries  to repurchase,  redeem or otherwise  acquire any
                  Company Securities.

         13.7     PREFERRED  STOCK.  All shares of Preferred  Stock of ICN to be
                  issued  to  SB  upon  the  consummation  of  the  transactions
                  contemplated hereby or at any time thereafter,  will have been
                  validly issued, fully paid and non-assessable and will be free
                  and clear of any lien,  charge or other  encumbrance  or claim
                  and the issuance thereof will not be subject to any preemptive
                  or similar rights.  Upon the  consummation of the transactions
                  contemplated hereby and at any time thereafter,  the shares of
                  Common  Stock  issuable  upon  conversion  of  the  shares  of
                  Preferred  Stock  to be  issued  to SB  will  have  been  duly
                  authorised  and reserved for issuance  upon the  conversion of
                  the Preferred  Stock, or when otherwise  issued to SB and when
                  issued  upon such  conversion  or  otherwise,  will be validly
                  issued,  fully paid and  non-assessable,  and will be free and
                  clear of any lien,  charge or other  encumbrance  or claim and
                  the  issuance of such shares is not and will not be subject to
                  any preemptive or similar rights.

         13.8     SEC FILINGS.  ICN has made  available to SB the annual reports
                  on Form 10-K for its fiscal years ended  December 31, 1996 and
                  1995,  its  quarterly  reports  on Form  10-Q  for its  fiscal
                  quarter-ended  March 31, 1997, June 30, 1997 and September 30,
                  1997, its proxy or information statements relating to meetings
                  of, or actions taken without a meeting by, the stockholders of
                  ICN  held  since  December  31,  1995,  and  all of its  other
                  reports,  statements,  schedules and  registration  statements
                  filed with the SEC since  December 31,  1996.  ICN will make a
                  timely  filing  of its Form  10-K for its  fiscal  year  ended
                  December 31, 1997 and will make such Form 10-K available to SB
                  at that time.

         13.9     FINANCIAL  STATEMENTS.   The  audited  consolidated  financial
                  statements  and  unaudited   consolidated   interim  financial
                  statements of ICN included in its annual  reports on Form 10-K
                  and the  quarterly  reports on Form 10-Q referred to in Clause
                  13.8 fairly  present,  in conformity  with generally  accepted
                  accounting principles applied on a consistent basis (except as
                  may be  indicated  in the  notes  thereto),  the  consolidated
                  financial position of ICN and its consolidated subsidiaries as
                  of  the  dates  thereof  and  their  consolidated  results  of
                  operations  and changes in financial  position for the periods
                  then ended (subject to normal year-end adjustments in the case
                  of any unaudited interim financial  statements).  For purposes
                  of this  Agreement,  "Balance  Sheet"  means the  consolidated
                  balance  sheet of ICN as of December 31, 1996 set forth in ICN
                  10-K and "Balance Sheet Date" means December 31, 1996.

         13.10    ABSENCE OF CERTAIN CHANGES.  Since the Balance Sheet Date, ICN
                  and  its  Affiliates  have  conducted  their  business  in the
                  ordinary  course  consistent  with past practice and there has
                  not been any event,  occurrence or  development  of a state of
                  circumstances  or facts which has had or  reasonably  could be
                  expected to have a Material Adverse ICN Effect on ICN.

         13.11    NO UNDISCLOSED MATERIAL LIABILITIES.  There are no liabilities
                  of ICN or any of  its  subsidiaries  of any  kind  whatsoever,
                  whether    accrued,    contingent,    absolute,    determined,
                  determinable or otherwise, and there is no existing condition,
                  situation or set of  circumstances  which could  reasonably be
                  expected  to  result  in such a  liability,  other  than:  (i)
                  liabilities  disclosed or provided  for in the Balance  Sheet;
                  (ii)  liabilities  incurred in the ordinary course of business
                  consistent  with past  practice  since the Balance Sheet Date,
                  which  in the  aggregate  are  not  material  to ICN  and  its
                  subsidiaries,  taken as a whole; and (iii)  liabilities  under
                  this Agreement.

         13.12    STOCK  OPTIONS.  ICN  represents  that  there are no  existing
                  employee  stock  options or any other stock options which were
                  granted  at less than the fair  market  value of such stock at
                  the time of such  grant  and ICN  covenants  that it shall not
                  grant prior to December 31, 1999 any employee stock options or
                  any other stock  options at less than the fair market value at
                  the time of such grant.

         13.13    NO KNOWLEDGE:  ICN has no actual knowledge of any matter as of
                  the  Completion  Date which has not been disclosed by SB in or
                  pursuant to the Disclosure  Schedule which would  constitute a
                  breach by SB of any  representations or warranties given by SB
                  in this Agreement.

14.      COVENANTS BY SB

         14.1     MAINTENANCE  OF ASSETS:  SB agrees from the date hereof  until
                  the Completion Date that, except as specifically  disclosed in
                  Schedule  14.1  or  unless  otherwise  consented  to by ICN in
                  writing, SB shall:

                  14.1.1      except as  disclosed on the  Disclosure  Schedule,
                              maintain  the Assets in good status and  condition
                              and  not  sell  or  dispose  of any of the  Assets
                              except in the ordinary course of business;

                  14.1.2      continue the  Business in the  ordinary  course of
                              business and not make or institute  any unusual or
                              novel  methods  of  purchase,   sale,  management,
                              operation,  or  other  business  practice  in  the
                              conduct  of the  Business  inconsistent  with past
                              practices;

                  14.1.3      not   enter   into  any   material   contract   or
                              commitment,  engage  in  any  transaction,  extend
                              credit or incur any obligation with respect to the
                              Assets  or the  Business,  in each case not in the
                              usual  and   ordinary   course  of  business   and
                              consistent with normal business practices; and

                  14.1.4      promptly  inform  ICN of any  change in the Assets
                              that could have a Material Adverse SB Effect.

         14.2     CONSENTS:  SB shall use all  reasonable  efforts to obtain the
                  consents of the third parties to the  assignment to ICN of the
                  Business Contracts, to the extent they relate to the Products,
                  at the  same  terms as  currently  contained  in the  Business
                  Contracts, provided, however, SB shall not be required to make
                  any payment of any kind  whatsoever to ICN or any third party,
                  or waive any rights or assume any obligations other than those
                  obligations set forth in the Business Contracts, in connection
                  with obtaining any such required consents.  If SB is unable to
                  obtain a required consent within a reasonable  period of time,
                  SB  may,  but is not  obliged  to,  terminate  the  pertaining
                  Business  Contract  (for the Products or as a whole)  provided
                  that SB shall first obtain ICN's  consent to such  termination
                  which shall not be  unreasonably  withheld.  For as long as SB
                  has neither  assigned a Business  Contract nor  terminated  it
                  with respect to the  Products,  SB or its relevant  Affiliate,
                  shall, to the extent permitted by that Business Contract, hold
                  that Business  Contract or trust for ICN and shall continue to
                  honour the terms of the relevant  Business  Contract,  for the
                  Products as sub-contractor for the account and benefit of ICN,
                  and  ICN  shall  indemnify  SB  and  its  Affiliates  for  all
                  liability  relating to the  Products  (and only the  Products)
                  under such Business  Contract other than any liability arising
                  from SB's negligence or failure to perform.  ICN shall give SB
                  or its  Affiliates  all licences and marketing  authorisations
                  necessary  or required  to continue to fulfil its  obligations
                  under these Business  Contracts until such Business  Contracts
                  expire,  terminate  or are assigned to ICN with respect to the
                  Products.

         14.3     DISCLOSURE  SUPPLEMENTS:  From  time  to  time  prior  to  the
                  Completion Date, SB will promptly inform ICN, in writing, with
                  respect to any matter that may arise  hereafter  and that,  if
                  existing or occurring prior to the Completion Date, would have
                  been  required to be set forth or  described  herein or in the
                  Disclosure Schedule.

         14.4     NON-COMPETE:

                     14.4.1 Save as provided in sub-Clause  14.4.2, SB covenants
                            and  agrees in respect  of each  Product  that for a
                            period of five years following the Completion  Date,
                            neither SB nor any of its  Affiliates  will directly
                            or  indirectly  engage in the relevant  Territory in
                            the  manufacture,  marketing or  distribution of any
                            product which both has the same  chemical  substance
                            and is  provided  for the  same  indication  as that
                            Product (hereinafter a "Competing Product").

                     14.4.2 The covenant  contained in  sub-Clause  14.4.1 shall
                            not apply to any Competing Product acquired by SB or
                            its  Affiliates as a result of the  acquisition of a
                            company or a business during the aforesaid five-year
                            period   provided  that  aggregate   sales  of  such
                            Competing  Product across the relevant  Territory in
                            the calendar year preceding such  acquisition are at
                            least  L10,000,000.   If  aggregate  sales  of  such
                            Competing  Product  are less than  L10,000,000,  ICN
                            shall  have the right of first  refusal  to  acquire
                            such  Competing  Product from SB or its Affiliate on
                            conditions to be  negotiated  in good faith.  Should
                            ICN not  exercise  its  right  of first  refusal  or
                            should negotiations subsequently held between SB and
                            ICN fail, SB shall make good faith efforts to divest
                            such  Competing  Product to a third party.  Prior to
                            such disposal of the Competing  Product  (whether to
                            ICN or a third party),  Sub-Clause  14.4.1 shall not
                            apply in respect of that Competing Product.

                     14.5   HEDGING  ACTIVITIES:  SB  agrees  that from the date
                            hereof until the Final  Guarantee  Date it shall not
                            and it shall  procure  that  each of its  Affiliates
                            shall  neither  (a) except as  provided in Clause 5,
                            sell any Common  Stock or Preferred  Stock,  nor (b)
                            engage in any  hedge  transactions  relative  to the
                            Common Stock or Preferred Stock,  including  without
                            limitation  any short sales or purchases or sales of
                            any derivative  securities based on the Common Stock
                            or Preferred  Stock. As used in this sub-Clause 14.5
                            the  term  "Final  Guarantee  Date"  shall  have the
                            meaning set forth in sub-clause 5.13.

15.      COVENANTS BY ICN

         15.1     CONSENTS:  ICN shall use all  reasonable  efforts to cooperate
                  with SB in obtaining  the consents of the third parties to the
                  assignment  to ICN of the  Business  Contracts,  to the extent
                  they relate to the  Products,  at the same terms as  currently
                  contained in the Business Contracts;  provided,  however,  ICN
                  shall  not be  required  to  make  any  payment  of  any  kind
                  whatsoever  to SB or any third  party,  or waive any rights or
                  assume any obligations  other than those obligations set forth
                  in the Business  Contracts,  in connection  with obtaining any
                  such required consents.

         15.2     LABELLING:   Notwithstanding   Clause  4  of  this  Agreement,
                  following  Completion,  ICN  shall at its own  expense  and as
                  expeditiously as possible use all reasonable efforts to obtain
                  such  approvals of  competent  government  authorities  in the
                  Territory as may be necessary  to change ICN's  labelling  for
                  each Product used in its relevant Territory in such a way that
                  any  reference to SB or its  Affiliates  is removed as well as
                  implement  such change of  labelling.  ICN may use the current
                  labelling on the Stock  existing at Completion  approved by SB
                  prior to such use until such  inventory is exhausted,  subject
                  to applicable laws and regulations in the Territory.  ICN may,
                  however,  use the SB labelling only in connection with clearly
                  identifying ICN as the responsible person for  commercialising
                  the Products in a way that is customary in the industry and is
                  to be approved in advance by SB.

         15.3     RESERVATION  OF SHARES OF COMMON  STOCK:  ICN agrees that from
                  the date hereof until ICN has fulfilled all of its obligations
                  under Clause 5 of this  Agreement  ICN shall  reserve and keep
                  free from any pre-emptive  rights  sufficient shares of Common
                  Stock to effect the full conversion of all shares of Preferred
                  Stock as may be  outstanding  from  time to time or  otherwise
                  required to be  delivered by ICN to SB pursuant to Clause 5 of
                  this Agreement.

16.      COVENANTS BY ICN AND SB

         16.1     TECHNOLOGY  TRANSFER:  ICN  and  SB  shall  work  together  to
                  commence  transfer  of the  Know  How to  ICN  promptly  after
                  Completion.  SB shall use all reasonable efforts to assist ICN
                  in assuming  manufacture of the Products,  provided,  however,
                  that  SB  cannot   ensure   ICN's   ability  to   successfully
                  manufacture  the  Products.  SB shall  have no  obligation  to
                  provide manufacturing support for any Product and SB shall not
                  be  responsible  for any delay or other  consequences,  if ICN
                  elects to use a process that is materially  different  from an
                  SB process.  If ICN elects to transfer an SB process, SB shall
                  provide reasonable access to SB's manufacturing facilities and
                  during a period of up to two years from the Completion Date up
                  to a total of [160 (one  hundred  and  sixty)]  man-days  of 8
                  hours each of technical  support  free-of-charge.  Thereafter,
                  ICN shall reimburse SB for providing such technical assistance
                  at a rate of US$100.00 (one hundred United States Dollars) per
                  hour, plus all reasonable  out-of-pocket  expenses incurred by
                  SB in rendering such  assistance.  SB's  obligation to provide
                  hands-on manufacturing support for a transferred Product shall
                  cease  following  successful  manufacture of the  registration
                  batch for such Product.

         16.2     PRESS RELEASES:  Subject to the requirements of applicable law
                  or the regulations of any recognised  stock exchange,  neither
                  SB nor ICN,  nor any  Affiliate  thereof,  will issue or cause
                  publication  of any press  release  or other  announcement  or
                  public  communication  with  respect to this  Agreement or the
                  transactions  contemplated  hereby  without the prior  written
                  consent  of  the  other  party,  which  consent  will  not  be
                  unreasonably  withheld or delayed.  Without  prejudice  to the
                  foregoing, the parties acknowledge that ICN will issue a press
                  release on or shortly after the Completion Date announcing the
                  transaction.  ICN shall  provide SB with a draft of such press
                  release prior to issuance and the parties shall mutually agree
                  upon the final text thereof.

         16.3     CUSTOMER  LISTS: As soon as reasonably  practicable  following
                  Completion,  SB or its Affiliates  shall make available to ICN
                  the Customer Lists.

         16.4     LETTER TO CUSTOMERS:  SB or its relevant  Affiliate shall send
                  to each  customer for the  Products as at  Completion a letter
                  substantially  in the  form  set out in  Schedule  Nine.  Such
                  letter  shall for each  customer be  enclosed  with either the
                  first or second  invoice sent to such customer by SB following
                  Completion.

         16.5     MUTUAL  CO-OPERATION:  The parties hereto shall use reasonable
                  endeavours  to do all such other things as may be necessary or
                  desirable  to  ensure  a rapid  and  orderly  handover  of the
                  Products within the relevant Territories.  The employees of SB
                  and ICN  listed in the  respective  Contact  Lists will be the
                  first  point of contact for the other party in relation to the
                  areas of responsibility listed in the Contact List. SB and ICN
                  shall ensure that such  employees  are given all authority and
                  resources  necessary  to  ensure  that they are able to fulfil
                  such role effectively.  SB and ICN shall each notify the other
                  party without delay of any amendments to their Contact List.

         16.6     NEW  APPLICATIONS:  If ICN  wishes to apply for a new  Product
                  Licence in respect of a Product in a country within the Global
                  Disposal  Area where there is at the date hereof no SB Product
                  Licence,  SB shall,  to the extent it is in  possession of the
                  relevant  information,  allow  ICN  access  to such  marketing
                  authorisations  for other  countries held in the name of SB or
                  its Affiliates as may reasonably be required by ICN to support
                  such new  application.  If ICN  intends to start to exploit an
                  Additional  Trade Mark or a Warranted  CEE Trade Mark it shall
                  give SB 30 days' notice prior to commencing such exploitation.
                  If  during  such 30 day  period  SB  notifies  ICN  that  such
                  Additional  Trade Mark or  Warranted  CEE Trade Mark cannot be
                  exploited  due to the  existence  of  third  party  rights  or
                  otherwise,  the  parties  will work  together in good faith to
                  resolve  the issue and ICN shall not  exploit  such Trade Mark
                  until the issue has been resolved.

17.      CONFIDENTIALITY

         17.1     ICN  undertakes to SB and SB undertakes to ICN that they shall
                  (and  shall   procure   that  their   employees   shall)  keep
                  confidential  and not disclose or use for any  purpose,  other
                  than the purpose for which the same may have been  provided to
                  it, any information  which it may have acquired from the other
                  party or in relation to the activities of the other.

         17.2     The obligations under this Clause 17 shall not apply:

                  17.2.1      to the extent that the relevant information enters
                              the public domain other than by virtue of a breach
                              of this Clause 17;

                  17.2.2      to the extent that disclosure is required to 
                              comply with any applicable legal or
                              regulatory requirements;

                  17.2.3      to the extent  that the  relevant  information  is
                              disclosed by a third party entitled to do so.

         17.3     The obligations contained in this Clause 17 shall survive
                  Completion or termination of this Agreement.

18.      COSTS

         Except as otherwise  expressly  provided in this Agreement,  each party
         shall  pay  its  own  costs  of  and  incidental  to  the  negotiation,
         preparation,  execution and  implementation by it of this Agreement and
         of all of the documents referred to in it.

19.      LIMITATIONS OF LIABILITY

         19.1     Notwithstanding anything to the contrary contained in this 
                  agreement, SB will not be liable for any ICN Claims:

                  19.1.1      to the  extent  to which the ICN Claim is a result
                              of  or  in   consequence  of  any  voluntary  act,
                              omission,  transaction  or  arrangement  of  or on
                              behalf of ICN after Completion or is the result of
                              any  matter or thing done or omitted to be done in
                              accordance with this Agreement or otherwise at the
                              request of or with the approval of ICN;

                  19.1.2      where an ICN  Claim is a result  of or in  respect
                              of, or where the ICN Claim arises  from,  any act,
                              matter,  omission,   transaction  or  circumstance
                              which  would  not  have   occurred   but  for  any
                              legislation not in force on the Completion Date or
                              any change after the Completion Date of any law or
                              administrative   practice   of  any   Governmental
                              Agency,  including any such  legislation or change
                              which takes effect retrospectively;

                  19.1.3      to the extent that the  circumstances  giving rise
                              to  the  ICN  Claim  are  fairly  disclosed  in or
                              pursuant to this Agreement or any of the Schedules
                              hereto or the Disclosure Schedule.

                  19.1.4      unless:

                            (a)    ICN has given timely  notice to SB of any act
                                   or circumstances of which it has become aware
                                   and  which  gives or may give  rise to an ICN
                                   Claim  and has  afforded  SB a four  (4) week
                                   period  from the  giving  of that  notice  to
                                   investigate the same (at SB's expense),  even
                                   though it may not at the date of notice  give
                                   rise  to any  liability  on the  part  of SB,
                                   provided  that the  failure  by ICN to comply
                                   with  the   provisions  of  this   sub-Clause
                                   19.1.4(a)  shall  only  exonerate  SB to  the
                                   extent such failure  causes actual  prejudice
                                   to SB;

                            (b)    ICN has in any event given written  notice to
                                   SB setting  out  specific  details of the ICN
                                   Claim within the following time limits:

                                       (i)       in respect of Product Liability
                                                 Claims, within 5 years after
                                                 the Completion Date;

                                       (ii)      in  respect  of ICN  Claims for
                                                 indemnity    in   relation   to
                                                 taxation   liabilities  arising
                                                 out  of  the   conduct  of  the
                                                 Business     prior    to    the
                                                 Completion   Date,   within   3
                                                 months  following the expiry of
                                                 the  statutory  time  limit for
                                                 the bringing of a claim against
                                                 ICN  in  respect  of  the  same
                                                 matter by the  relevant  taxing
                                                 authority in the absence of any
                                                 extension  to such  time  limit
                                                 agreed   between   the   taxing
                                                 authority and ICN;

                                       (iii)     in  respect  of any  other  ICN
                                                 Claim,  within 18 months  after
                                                 the Completion Date.

                              (c)      within  12  months  after  the  giving of
                                       written    notice    under     sub-clause
                                       19.1.3(b),   the  ICN   Claim   has  been
                                       admitted  or  satisfied  by  SB,  settled
                                       between SB and ICN, or ICN has instituted
                                       and served legal  proceedings in relation
                                       to the ICN Claim;

                  19.1.5      except as provided in sub-Clause 19.3,  unless the
                              amount finally  awarded or agreed as being payable
                              in  respect  of the ICN  Claim  is not  less  than
                              L20,000 (twenty thousand pounds);

         19.2     The maximum  aggregate  amount  recoverable  by ICN from SB in
                  respect of all ICN Claims except Product  Liability  Claims is
                  US$23,000,000  (twenty  three  million  dollars).  The  amount
                  recoverable  in respect of Product  Liability  Claims shall be
                  unlimited.

         19.3     In respect of any ICN Claim in respect of any Warranted CEE 
                  Trade Mark or Warranted CEE Product Licence:

                  19.3.1      sub-Clause 19.1.5 (minimum claim threshold) shall
                              not apply to the ICN claim; but

                  19.3.2      the maximum aggregate amount recoverable by ICN in
                              relation  to any  individual  Warranted  CEE Trade
                              Mark or  Warranted  CEE Product  Licence  shall be
                              2,000 (two thousand pounds).

         19.4     Notwithstanding  anything to the  contrary  contained  in this
                  agreement, to the extent that ICN Claims are for or in respect
                  of any loss of sales,  loss of profit,  loss of market or loss
                  of market  share,  SB shall not be liable for any such loss in
                  respect of a  particular  Product in a  particular  country in
                  excess  of  twice  the  1997  sales  of that  Product  in that
                  country, as such sales are stated in Column A of the Sales and
                  Gross Margin Statement.

         19.5     ICN must reimburse SB for amounts paid by SB to ICN in respect
                  of any  ICN  Claim  to the  extent  to  which  the  amount  is
                  recovered  by ICN  from any  third  party,  including  but not
                  limited to suppliers, manufacturers or insurers.

         19.6   (i)  Prior  to  the  close  of trading on the  Principal  Market
                     on the last Trading Day before the  Settlement  Period,  SB
                     may, at its option, satisfy all or part of its liability to
                     ICN for any ICN  Claim by  transferring  to ICN  shares  of
                     Preferred  Stock or  Remaining  Shares,  which shall have a
                     value  equal  to the  product  of (A)  the  number  of such
                     Remaining  Shares  delivered to ICN or the number of shares
                     of Common Stock into which such shares of  Preferred  Stock
                     are convertible,  as the case may be, and (B) the price per
                     share of  Common  Stock  that is the  linear  interpolation
                     (straight  line)  between the Original  Price and the Final
                     Guaranteed Price for the date of such delivery.

              (ii)   On or  after  the  Final  Guarantee  Date,  SB may,  at its
                     option, satisfy all or part of its liability to ICN for any
                     ICN Claim by  transferring to ICN shares of Preferred Stock
                     or Remaining Shares,  which shall have a value equal to the
                     product  of  (A)  the  number  of  such  Remaining   Shares
                     delivered  to ICN or the  number of shares of Common  Stock
                     into which such shares of Preferred  Stock delivered to ICN
                     are  convertible,  as the  case may be,  and (B) the  Final
                     Guaranteed Price.

20.      THIRD PARTY CLAIMS

         20.1     If  any  claim,  demand,  action  or  proceeding  is  made  or
                  instituted  against one of the parties hereto  ("Claimant") in
                  respect of which the Claimant may seek to make any claim under
                  this  Agreement  against  the other  party (the  "Indemnifying
                  Party")  ("Third  Party  Claim"),   the  following   procedure
                  applies:

                  20.1.1      The Claimant  must give prompt  written  notice of
                              the Third  Party Claim to the  Indemnifying  Party
                              and  must  ensure   that  it  consults   with  the
                              Indemnifying  Party  concerning  the  Third  Party
                              Claim;

                  20.1.2      the Claimant must not admit, compromise, settle or
                              pay any Third  Party Claim or take any other steps
                              which  may in any way  prejudice  the  defence  or
                              challenge   thereof   without  the  prior  written
                              consent of the Indemnifying Party except as may be
                              reasonably   required  in  order  to  prevent  any
                              judgement against the Claimant;

                  20.1.3      the Claimant must permit the Indemnifying Party at
                              the  Indemnifying  Party's  expense  to take  such
                              action  in the name of the  Claimant  to defend or
                              otherwise  settle  the  Third  Party  Claim as the
                              Indemnifying Party may reasonably require;

                  20.1.4      the  Claimant  must ensure  that the  Indemnifying
                              Party and its  representatives are given access to
                              such of the  documents and records of the Claimant
                              as may be reasonably  required by the Indemnifying
                              Party in relation to any action  taken or proposed
                              to be taken by the Indemnifying Party under Clause
                              20.1.3; and

                  20.1.5      the  Claimant  must ensure it does not do or cause
                              to be done anything in relation to the Third Party
                              Claim  which   compromises   or   prejudices   the
                              Indemnifying Party's rights under this Clause 20.1
                              to the extent such failure to comply causes actual
                              prejudice to the Indemnifying Party.

         20.2     the  Indemnifying  Party is not liable to the Claimant for any
                  Claim arising from a Third Party Claim in respect of which the
                  Claimant  does not comply  with Clause 20.1 to the extent such
                  failure to comply causes actual  prejudice to the Indemnifying
                  Party.

21.      COUNTERPARTS

         This Agreement may be executed in any number of  counterparts,  each of
         which when  executed and  delivered  shall be an original,  but all the
         counterparts together shall constitute one and the same instrument.

22.      FURTHER ASSISTANCE

         At any time after  Completion each party shall at its own expense (save
         as otherwise provided in this Agreement) do and execute,  or procure to
         be done and executed,  all necessary acts, deeds,  documents and things
         reasonably within its power, to give effect to this Agreement.

23.      GENERAL

         23.1     No variation of this  Agreement or any of the documents in the
                  agreed form shall be valid  unless it is in writing and signed
                  by or on behalf of each of the parties.

         23.2     The  failure to  exercise  or delay in  exercising  a right or
                  remedy under this  Agreement  shall not constitute a waiver of
                  the  right  or  remedy  or a waiver  of any  other  rights  or
                  remedies  and no single or  partial  exercise  of any right or
                  remedy under this Agreement shall prevent any further exercise
                  of the right or remedy or the  exercise  of any other right or
                  remedy.

         23.3     The  invalidity,   illegality  or   unenforceability   of  any
                  provision  of this  Agreement  shall not  affect or impair the
                  continuation in force of the remainder of this Agreement.

         23.4     Except to the extent that they have been  performed and except
                  as  expressly  provided  in  this  Agreement  the  warranties,
                  indemnities,  undertakings  and obligations  contained in this
                  Agreement    shall   remain   in   full   force   and   effect
                  notwithstanding Completion.

         23.5     This  Agreement  contains  the  whole  agreement  between  the
                  parties  relating to the subject  matter of this  Agreement at
                  the date hereof to the  exclusion of any terms  implied by law
                  which may be excluded by contract.  ICN  acknowledges  that it
                  has not been induced to enter into this  Agreement and, so far
                  as is permitted by law and except in the case of fraud, hereby
                  waives   any   remedy   in   respect   of   any    warranties,
                  representations  and undertakings  not expressly  incorporated
                  into this Agreement.

         23.6     So far as  permitted  by law and  except in the case of fraud,
                  the  parties  agree and  acknowledge  that the only  right and
                  remedy which shall be available to ICN in  connection  with or
                  arising out of or related to any of the  statements  contained
                  in Clause 12  (Representations  and Warranties of SB) shall be
                  damages  in  contract  for  breach of this  Agreement  and not
                  rescission  of this  Agreement,  or  damages  in tort or under
                  statute  (whether  under  the  Misrepresentation  Act  1967 or
                  otherwise), or any other remedy.

         23.7     Each  party  to  this  Agreement   confirms  it  has  received
                  independent  legal advice relating to all the matters provided
                  for in this Agreement, including the provisions of sub-Clauses
                  23.5 and 23.6,  and  agrees,  having  considered  the terms of
                  sub-Clauses  23.5 and 23.6 and the Agreement as a whole,  that
                  the  provisions  of  sub-Clauses  23.5  and  23.6 are fair and
                  reasonable.

         23.8     The  parties  agree  to  execute  and keep  the  original  and
                  executed counterparts of this Agreement,  the Master Trademark
                  Assignment,  the Master Transition Distribution Agreement, the
                  Master  Transition  Manufacturing  Agreement,  and the  Patent
                  Assignment outside the United Kingdom at all times.

         23.9     Any cash payments required to be made to SB or an Affiliate of
                  SB pursuant to this  Agreement  shall be made by wire transfer
                  or such  other  method as SB may  direct  into a bank  account
                  situated outside the United Kingdom as specified by SB.

24.      ASSIGNMENT

         24.1     This Agreement  shall not be assigned or transferred by either
                  party  (except to one or more of its  Affiliates)  without the
                  prior written consent of the other party.

         24.2     No attempted  assignment  shall relieve the assigning party of
                  any of its  obligations  hereunder  without the prior  written
                  consent of the other party.

25.      NOTICES

         Any notice or other  communication  to be given or to be  delivered  to
         either party shall be in writing and  delivered  personally  or sent by
         first class pre-paid  postage,  or if sent  overseas,  by airmail or if
         sent by facsimile  transmission  to the facsimile  number below for the
         party to whom it is to be sent, provided that it is confirmed by notice
         sent by the same manner of post as is required of this Clause 25:

         25.1     in the  case of SB to:  One  New  Horizons  Court,  Brentford,
                  Middlesex  TW8 9EP;  Fax No:  +44-181-975-2040;  attention  of
                  General Counsel.

         25.2     in the case of ICN to:  3300 Hyland Avenue, Costa Mesa, 
                  California 92626, USA; Fax No.: 1-714-641-7274; attention of
                  General Counsel.

         Or such other address or facsimile  number as shall be notified by such
         party in  writing to the  other.  Any  notice so given  shall be deemed
         received if delivered  personally or if sent by first class post at the
         time of delivery and if sent by  facsimile as soon as the  transmission
         is confirmed to the sender and provided  such  facsimile is followed by
         first class pre-paid postage.

26.      GOVERNING LAW AND JURISDICTION

         This Agreement is governed by and shall be construed in accordance with
         English Law and the parties hereto  irrevocably submit to the exclusive
         jurisdiction of the Courts of the State of New York.

IN WITNESS  WHEREOF this  Agreement has been executed by the parties on the date
first written above.


SIGNED BY CHRISTOPHER JOHN BARON/     )
JAMES STEPHEN CROOKES                 )
ACTING UNDER A POWER OF ATTORNEY      )
FOR AND ON BEHALF  OF                 )
SMITHKLINE BEECHAM p.l.c.             )






ICN PHARMACEUTICALS, INC.


By:       /s/ Bill A. MacDonald
         Name:  Bill A. MacDonald
         Title: Executive Vice President


<PAGE>

                     SCHEDULE ONE: PRODUCTS AND TERRITORIES


<PAGE>

                         SCHEDULE TWO: PRODUCT LICENCES


<PAGE>

                           SCHEDULE THREE: TRADE MARKS



<PAGE>

                        SCHEDULE FOUR: BUSINESS CONTRACTS


<PAGE>

             SCHEDULE FIVE: MASTER TRANSITION DISTRIBUTION AGREEMENT


<PAGE>

             SCHEDULE SIX: MASTER TRANSITION MANUFACTURING AGREEMENT


<PAGE>

                  SCHEDULE SEVEN: MASTER TRADE MARK ASSIGNMENT


                          MASTER TRADE MARK ASSIGNMENT

THIS ASSIGNMENT  is made the                     day of                 1998
BETWEEN:

1.       SMITHKLINE BEECHAM p.l.c., a company  incorporated in England and Wales
         whose  registered  office  is at One  New  Horizons  Court,  Brentford,
         Middlesex TW8 9EP, United Kingdom ("SB"); and

2        ICN PHARMACEUTICALS, INC., a company incorporated under the laws of the
         State of  Delaware  in the United  States of America  whose  registered
         office is at 3300 Hyland  Avenue,  Costa Mesa,  California  92626,  USA
         ("ICN").

WHEREAS:-

(A)      SB or an  Affiliate  of SB is the  proprietor  of the trade  marks (the
         "Trade Marks")  registered in the various  jurisdictions set out in the
         Schedule  hereto  short  particulars  of  which  are  set  out in  that
         Schedule.

(B)      Pursuant  to an  Agreement  dated  24  February  1998  for the sale and
         purchase of a portfolio of pharmaceutical,  OTC and consumer healthcare
         products  (the  "Agreement"),  SB has agreed to assign or  procure  the
         assignment of the Trade Marks to ICN.

IT IS AGREED as follows:

1.       In pursuance of the Agreement and in consideration of the aggregate sum
         of  $21,480,000  (forming  part of, and being  satisfied in full by the
         payment of, the consideration under Clause 5 of the Agreement,  and the
         receipt of which sum is hereby  acknowledged  by SB) SB hereby  assigns
         and undertakes to procure that the registered  proprietor of each Trade
         Mark assigns unto ICN ALL THAT:-

         i)         right title and interest of the registered proprietor in and
                    to  each  Trade  Mark  together  with  the  goodwill  of the
                    business  represented  and  symbolised by each Trade Mark in
                    the   product  in  respect  of  which  such  Trade  Mark  is
                    registered; and

         ii)        all of the rights powers liberties and immunities  conferred
                    on SB by  registration of any given Trade Mark including the
                    right to sue for  damages  and other  remedies in respect of
                    any  infringement of the Trade Marks which may have occurred
                    prior to the date hereof.

         TO HOLD UNTO ICN for its own use and benefit absolutely.

2.       SB agrees (at ICN's  expense) to execute or to procure the execution of
         all such documents forms and  authorisations  and to depose to or swear
         (or procure the  deposition to or swearing of) any  declaration or oath
         as may be required by the relevant  local Trade Mark  Registries  or by
         any other  competent  authority  for  vesting  the full right title and
         interest in the Trade Marks in ICN,  provided that the  preparation  of
         all relevant documents shall be carried out by ICN at its expense.

3.       Within 6 months of the date hereof,  SB shall make available to ICN for
         collection all SB's files relating to the Trade Mark  applications  and
         registrations, or where impracticable,  permit ICN reasonable access at
         reasonable times to such files upon giving reasonable notice.

4.       This  Assignment  is governed by and shall be construed  in  accordance
         with  English  Law and  the  parties  hereto  submit  to the  exclusive
         jurisdiction of the courts of the State of New York.


<PAGE>


                                    SCHEDULE
                                 The Trade Marks

[Schedule Three to the Agreement to be inserted here]


IN WITNESS  whereof this Assignment has been executed by the parties on the date
first above written.

SIGNED BY CHRISTOPHER JOHN BARON/                )
JAMES STEPHEN CROOKES                                      )
ACTING UNDER A POWER OF ATTORNEY                 )
FOR AND ON BEHALF  OF                                      )
SMITHKLINE BEECHAM p.l.c.                                  )

ICN PHARMACEUTICALS, INC.


By:
         Name:
         Title:


<PAGE>


               SCHEDULE EIGHT: STANDARD FORM ASSIGNMENT DOCUMENTS


1.       Assignment of Goodwill

2.       Assignment of Packaging Rights

3.       Assignment of Trade Marks (including Goodwill)

4.       Assignment of Patent


<PAGE>


                             ASSIGNMENT OF GOODWILL

THIS ASSIGNMENT is made on the          day of                 1998

BETWEEN:

(1)      SMITHKLINE BEECHAM p.l.c., a company  incorporated in England and Wales
         whose  registered  office  is at One  New  Horizons  Court,  Brentford,
         Middlesex, TW8 9EP, United Kingdom ("SB"); and

(2)      ICN PHARMACEUTICALS, INC., a company incorporated under the laws of the
         State of  Delaware  in the United  States of America  whose  registered
         office is at 3300 Hyland  Avenue,  Costa Mesa,  California  92626,  USA
         ("ICN").

WHEREAS:-

(A)      The parties have entered into an agreement for the sale and purchase of
         a portfolio of  pharmaceutical,  OTC and consumer  healthcare  products
         dated [ ] (the "Agreement").

(B)      SB wishes to assign  the  Goodwill  (as  defined  in the  Agreement)
         to ICN pursuant to the Agreement.

IT IS AGREED as follows:-

1.       ASSIGNMENT

         In consideration of the aggregate sum of $20,000,000  (forming part of,
         and being satisfied in full by the payment of, the consideration  under
         Clause 5 of the Agreement,  and in respect of which sum SB acknowledges
         receipt) SB with full title guarantee  subject to matters  disclosed in
         or  pursuant  to the  Agreement  in  accordance  with its terms  hereby
         assigns  unto ICN all that  Goodwill  to hold the same unto ICN for its
         own use and benefit absolutely.

2.       FURTHER ASSURANCE

         SB  undertakes  at the  request and expense of ICN to do and execute or
         procure to be done and executed all necessary  acts,  deeds,  documents
         and things to give effect to this  Assignment and to secure the vesting
         in ICN of the  Goodwill  free  from  all  liens,  charges,  options  or
         encumbrances  or adverse  interests  of any kind save to the extent any
         existing liens,  charges,  options,  encumbrances or adverse  interests
         have been disclosed to ICN in the Disclosure  Schedule to the Agreement
         in accordance with its terms.

3.       GOVERNING LAW

         This  Assignment  is to be  governed  by  and  shall  be  construed  in
         accordance  with  English  Law and the  parties  hereto  submit  to the
         exclusive jurisdiction of the courts of the State of New York.

IN WITNESS  whereof this Assignment has been executed by the parties on the date
first above written.

SIGNED BY CHRISTOPHER JOHN BARON/                )
JAMES STEPHEN CROOKES                                      )
ACTING UNDER A POWER OF ATTORNEY                 )
FOR AND ON BEHALF  OF                                      )
SMITHKLINE BEECHAM p.l.c.                                  )






ICN PHARMACEUTICALS, INC.


By:
         Name:
         Title:


<PAGE>


                         ASSIGNMENT OF PACKAGING RIGHTS

THIS ASSIGNMENT is made on the           day of                 1998

BETWEEN:

(1)      SMITHKLINE BEECHAM p.l.c., a company  incorporated in England and Wales
         whose  registered  office  is at One  New  Horizons  Court,  Brentford,
         Middlesex TW8 9EP, United Kingdom, ("SB"); and

(2)      ICN PHARMACEUTICALS, INC., a company incorporated under the laws of the
         State of  Delaware  in the United  States of America  whose  registered
         office is at 3300 Hyland  Avenue,  Costa Mesa,  California  92626,  USA
         ("ICN").

WHEREAS:-

(A)      The parties have entered into an Agreement for the sale and purchase of
         a portfolio of  pharmaceutical,  OTC and consumer  healthcare  products
         dated [ ] (the "Agreement").

(B)      SB wishes to assign the  Packaging  Rights (as defined in the Agreement
         and subject to the restrictions and reservations  contained therein) to
         ICN pursuant to the Agreement.

IT IS AGREED as follows:-

1.       ASSIGNMENT

         In  consideration  of the  payment  by ICN to SB of the  sum of  $3,000
         (forming  part of, and being  satisfied  in full by the payment of, the
         consideration under Clause 5 of the Agreement, and the receipt of which
         sum is hereby  acknowledged by SB) SB with full title guarantee subject
         to matters disclosed in or pursuant to the Agreement in accordance with
         its terms hereby  assigns to ICN all right title and interest in and to
         the  Packaging  Rights  subject to the  restrictions  and  reservations
         contained in the  Agreement  together with all statutory and common law
         rights powers  benefits and rights of action  appertaining  to the same
         including the right to claim  damages and other  remedies in respect of
         past infringement and any other unlawful acts relating to the Packaging
         Rights  TO HOLD  the  same  unto  ICN  for  its  own  use  and  benefit
         absolutely.

2.       FURTHER ASSURANCE

         SB  undertakes  at the  request and expense of ICN to do and execute or
         procure to be done and executed all necessary  acts,  deeds,  documents
         and things to give effect to this Assignment.

3.       GOVERNING LAW

         This  Assignment  is to be  governed  by  and  shall  be  construed  in
         accordance  with  English  Law and the  parties  hereto  submit  to the
         exclusive jurisdiction of the courts of the State of New York.

IN WITNESS  whereof this Assignment has been executed by the parties on the date
first above written.

SIGNED BY CHRISTOPHER JOHN BARON/                )
JAMES STEPHEN CROOKES                                      )
ACTING UNDER A POWER OF ATTORNEY                 )
FOR AND ON BEHALF  OF                                      )
SMITHKLINE BEECHAM p.l.c.                                  )






ICN PHARMACEUTICALS, INC.


By:
         Name:
         Title:



<PAGE>














                            ASSIGNMENT OF TRADE MARKS


<PAGE>















THIS ASSIGNMENT  is made the            day of                199

BETWEEN:

(1)      [SB/RELEVANT AFFILIATE],  a company incorporated in [         ]
         whose registered office is at[     ] ("the Assignor"); and

(2)      ICN PHARMACEUTICALS, INC., a company incorporated under the laws of the
         State of  Delaware  in the United  States of America  whose  registered
         office is at 3300 Hyland  Avenue,  Costa Mesa,  California  92626,  USA
         ("ICN").

WHEREAS:-

(A)      The Assignor is the  proprietor of the trade marks (the "Trade  Marks")
         registered in the various  jurisdictions set out in the Schedule hereto
         short particulars of which are set out in that Schedule.

(B)      Pursuant  to an  Agreement  dated  24  February,  1998 for the sale and
         purchase of a portfolio of pharmaceutical,  OTC and consumer healthcare
         products (the "Agreement"), the Assignor has agreed to assign the Trade
         Marks to ICN.

IT IS AGREED as follows:

1.       In  pursuance  of  the  said  Agreement  and  in  consideration  of the
         aggregate sum of [*****]  (forming part of, and being satisfied in full
         by the payment of, the  consideration  under Clause 5 of the Agreement,
         receipt  of which  sum is  hereby  acknowledged  by the  Assignor)  the
         Assignor as  registered  proprietor  of the Trade Marks hereby  assigns
         unto ICN ALL THAT:-

         i)         right title and interest of the Assignor in and to the Trade
                    Marks together with the goodwill of the business represented
                    and symbolised by the Trade Marks in the products in respect
                    of which the Trade Marks are registered; and

         ii)        all of the rights powers liberties and immunities  conferred
                    on the Assignor by  registration  including the right to sue
                    for   damages   and  other   remedies   in  respect  of  any
                    infringement  of the Trade  Marks  which  may have  occurred
                    prior to the date hereof.

         TO HOLD UNTO ICN for its own use and benefit absolutely.

2.       The  Assignor  agrees (at ICN's  expense)  to execute or to procure the
         execution of all such documents forms and  authorisations and to depose
         to or  swear  (or  procure  the  deposition  to  or  swearing  of)  any
         declaration or oath as may be required by the relevant local Trade Mark
         Registries  or by any other  competent  authority  for vesting the full
         right title and interest in the Trade Marks in ICN,  provided  that the
         preparation  of all relevant  documents  shall be carried out by ICN at
         its expense.

3.       Within 6 months of the date hereof the Assignor shall make available to
         the Assignee for collection  all the Assignor's  files relating to each
         of  the  Trade   Mark   applications   and   registrations,   or  where
         impracticable,  permit the  Assignee  reasonable  access at  reasonable
         times to such files upon giving reasonable notice.

4.       This  Assignment  is governed by and shall be construed  in  accordance
         with  English  Law and  the  parties  hereto  submit  to the  exclusive
         jurisdiction of the courts of the State of New York.


<PAGE>


                                    SCHEDULE
                                 The Trade Marks


TRADE MARKS     REGISTERED OWNER       REGISTRATION NO.       REGISTRATION DATE

IN WITNESS  whereof this Assignment has been executed by the parties on the date
first above written.

SIGNED BY __________________________
DULY AUTHORISED
FOR AND ON BEHALF OF SB/AFFILIATE




ICN PHARMACEUTICALS, INC.


By:
         Name:
         Title:


<PAGE>


                              ASSIGNMENT OF PATENTS

THIS PATENT ASSIGNMENT is made the            day of                1998

BETWEEN

(1)      SMITHKLINE BEECHAM plc, a company  incorporated in England and Wales
         whose  registered  office  is at One  New  Horizons  Court,  Brentford,
         Middlesex TW8 9EP, United Kingdom ("SB"); and

(2)      ICN PHARMACEUTICALS, INC., a company incorporated under the laws of the
         State of  Delaware  in the United  States of America  whose  registered
         office is at 3300 Hyland  Avenue,  Costa Mesa,  California  92626,  USA
         ("ICN").

WHEREAS:

SB or an Affiliate of SB is the registered proprietor of the Patents and has, by
virtue  of  an   agreement   for  the  sale  and  purchase  of  a  portfolio  of
pharmaceutical, OTC and consumer healthcare products dated 24 February, 1998 and
made  between  SB and ICN (the  "Agreement"),  agreed to assign or  procure  the
assignment to ICN of the Patents (as defined below).

IT IS AGREED as follows:-

1.       DEFINITIONS

         The following terms shall have the following meanings:

         "Affiliate" shall have the meaning given to it in the Agreement;

         "Patents" means the patents as described in Schedule 1 attached hereto.

2.       ASSIGNMENT

         Pursuant  to the  Agreement,  SB with full title  guarantee  subject to
         matters  disclosed in or pursuant to the Agreement in  accordance  with
         its terms and in  consideration of the sum of $10,000 (forming part of,
         and being satisfied in full by the payment of, the consideration  under
         Clause 5 of the Agreement, receipt of which sum SB hereby acknowledges)
         assigns  to  ICN  and   undertakes  to  procure  that  the   registered
         proprietors  of the Patents shall assign by entering into an assignment
         on request by ICN in  equivalent  form as  required  by the laws of the
         relevant  jurisdiction  to this  Assignment  in  favour  of ICN,  at no
         further cost or expense to ICN all of its  respective  rights and title
         in and to the Patents  (including  the right to bring  proceedings  for
         infringement prior to the date hereof) to hold unto ICN absolutely.

3.       MISCELLANEOUS

         3.1        SB  shall  have  the  right  to  be   informed   and  assume
                    responsibility  for any of the Patents  which ICN intends to
                    abandon or otherwise cause or allow to be forfeited.

         3.2        SB shall  deliver to ICNSB's  files  relating to each of the
                    Patents and the Patent  Applications  no later than 6 months
                    after the date hereof.

4.       FURTHER ASSURANCE

         ICN will at its own expense  prepare  and record any  further  document
         that may be required to enable it to become  registered in the relevant
         Registers of Patents as the  proprietor of the Patents.  SB will at the
         request  and  expense  of  ICN  execute  any  such  further   documents
         (including  without  limitation forms of assignment and other documents
         of transfer) and do such further things that may be reasonably required
         from time to time.

5.       GOVERNING LAW AND JURISDICTION

         This  Assignment  is governed by and shall be construed  in  accordance
         with  English  law and the  parties  hereto  irrevocably  submit to the
         exclusive  jurisdiction  of the courts of the State of New York the day
         and year first before written


SIGNED BY CHRISTOPHER JOHN BARON/                )
JAMES STEPHEN CROOKES                            )
ACTING UNDER A POWER OF ATTORNEY                 )
FOR AND ON BEHALF  OF                            )
SMITHKLINE BEECHAM P.L.C.                        )





ICN PHARMACEUTICALS, INC.


By:     /s/ Bill A. MacDonald
       --------------------------------
         Name:  Bill A. MacDonald
         Title: Executive Vice President


<PAGE>


                                    SCHEDULE
                                   THE PATENTS
COUNTRY  PATENT NO.       DESCRIPTION

Australia                 AU 591631               Metoclopramide
                                                  with sodium metabisulphate

Australia                 AU 623694               Metoclopramide
                                                  without sodium metabisulphate

New Zealand               212097                  Metoclopramide
                                                  with sodium metabisulphate

South Africa              85/3671                 Metoclopramide
                                                  with sodium metabisulphate


<PAGE>


                     SCHEDULE NINE: FORM OF CUSTOMER LETTER

[To be typed on SB note paper]

Dear [name of customer contact]

It has recently been announced that ICN Pharmaceuticals, Inc., has purchased the
following brands from us:

[LIST RELEVANT BRANDS]

There will be a  transition  period  with both  companies,  and we will be doing
everything possible to ensure a smooth transition.


I would like to thank you for the  support  you have given on these  brands over
the years, and if you have any queries on this sale please give me a call.



Yours sincerely


<PAGE>


                     SCHEDULE TEN: LETTER OF CROSS REFERRAL


[MOH Authority]

[Date]

Dear Sirs

PRODUCT:  (  )   PRODUCT LICENCE NO:

By way of this letter [SB/relevant Affiliate] authorises [ICN/Affiliate] to make
cross  reference  to the  information  contained  in its Product  licence ( ) in
connection with the forthcoming Product licence application by [ICN/Affiliate].

However,  we would draw your attention to the fact that the above information is
confidential   and  should  not  be   disclosed   to  any  third  party   except
[ICN/Affiliate] without our formal written consent.

Yours faithfully,

for

[SB/Affiliate]


<PAGE>


                         SCHEDULE ELEVEN: CONTACT LISTS


<PAGE>


                 SCHEDULE TWELVE: REGISTRATION RIGHTS AGREEMENT


                                 SCHEDULE TWELVE

                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT  ("Agreement") dated as of February
24, 1998, is entered into by and between  SMITHKLINE  BEECHAM P.L.C.,  a company
incorporated  in England  and Wales  (hereinafter  referred  to as "SB") and ICN
PHARMACEUTICALS,  INC.,  a  Delaware  corporation  (hereinafter  referred  to as
"ICN").

                              W I T N E S S E T H:

          WHEREAS, ICN, as purchaser,  and SB, as seller, have entered into that
certain  Sale and Purchase  Agreement  dated 24  February,  1998 (the  "Purchase
Agreement"),  pursuant  to which ICN  agreed to  purchase  and SB agreed to sell
certain assets of SB including certain pharmaceutical compounds owned by SB;

          WHEREAS,  821 shares of Series D  Convertible  Preferred  Stock of ICN
(the "Preferred Stock") initially  convertible  (subject to adjustments pursuant
to the terms of the  Certificate of Designation  relating  thereto) into 410,500
shares of  Common  Stock,  $.01 par  value,  of ICN (the  "Common  Stock")  are,
concurrently  herewith,  being  issued  and  delivered  by  ICN to SB  upon  the
Completion of the transactions contemplated by the Purchase Agreement as part of
the  consideration for the transfer of assets from SB to ICN contemplated by the
Purchase Agreement;

          WHEREAS, such shares of Preferred Stock delivered upon Closing and any
Additional  Shares of Preferred  Stock delivered by ICN to SB at any time during
the  Registration  Period are referred to herein as the "Shares"; 

          WHEREAS,  the execution and delivery of this  Agreement is a condition
to the consummation of the transactions contemplated by the Purchase Agreement.

          NOW THEREFORE,  in  consideration of the premises and mutual covenants
and obligations hereinafter set forth, SB and ICN hereby agree as follows:

          1. RESTRICTIONS ON TRANSFER, REGISTRATION OF SHARES, ETC.

          1.1  CERTAIN  DEFINITIONS.  Capitalized  terms used but not defined in
this  Agreement  shall have the  respective  meanings given to such terms in the
Purchase Agreement. As used in this Agreement:

          "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

          "Affiliate" of any specified  person shall mean any other person that,
directly or  indirectly,  is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person  shall  mean the  power,  direct  or  indirect,  to direct or cause the
direction of the  management  and policies of such person whether by contract or
otherwise;  and the terms  "controlling"  and  "controlled"  shall have meanings
correlative to the foregoing.

          "Commission" shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Act.

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Prospectus"  shall mean the prospectus  included in any  Registration
Statement   (including,   without   limitation,   a  prospectus  that  discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement in reliance upon Rule 430A under the Act), as amended or
supplemented  by any  prospectus  supplement,  with  respect to the terms of the
offering  of  any  portion  of  the  Registrable   Securities  covered  by  such
Registration  Statement,  and all amendments and  supplements to the Prospectus,
including post-effective amendments.

          The terms "Register," "Registered" and "Registration" shall refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.

          "Registrable  Securities"  shall mean any shares of Common  Stock into
which the Shares are  convertible  from time to time, any  Additional  Shares of
Common  Stock  delivered  by  ICN  to  SB  during  the  Registration  Period  in
satisfaction of the Guaranteed Value for the Initial Guarantee date or the Final
Guarantee date, any other shares of Common Stock  otherwise  delivered by ICN to
SB in connection with the  transactions  contemplated by the Purchase  Agreement
and other  securities  issued with respect  thereto upon any stock split,  stock
dividend, recapitalization, merger, consolidation or similar event.

          "Registration  Expenses" shall mean all expenses incurred by ICN or SB
in compliance with Sections 1.5 and 1.6 hereof,  including,  without limitation,
all registration and filing fees,  printing expenses,  fees and disbursements of
counsel, financial and other advisors for ICN or SB, Blue Sky fees and expenses,
and the  expense of any  special  audits  incident  to or  required  by any such
Registration.

          "Registration  Period" shall mean the period of time commencing on the
Completion  Date and ending  upon the  fulfillment  of all of ICN's  obligations
under the Purchase Agreement.

          "Registration  Statement" shall mean the Shelf Registration  Statement
and any other  Registration  statement filed with the Commission by ICN pursuant
to this Agreement.

          "Restricted  Securities"  shall mean the securities of ICN required to
bear the legend set forth in Section 1.3 hereof.

          "Selling  Expenses" shall mean all underwriting  discounts and selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
disbursements of counsel, financial and other advisors for SB.

          "Securities" shall mean the Shares and the Registrable Securities.

          "Shelf  Registration"  shall mean a Registration  effected pursuant to
Section 1.5 hereof.

          "Shelf  Registration  Statement"  shall  mean a  "shelf"  registration
statement  of ICN  pursuant to the  provisions  of Section  1.5(a)  hereof which
covers not less than 700,000 Registrable Securities on an appropriate form under
Rule  415  under  the Act,  or any  similar  rule  that  may be  adopted  by the
Commission,  and amendments  and  supplements  to such  registration  statement,
including  post-effective  amendments,  in each case  including  the  Prospectus
contained  therein,  all  exhibits  thereto  and all  material  incorporated  by
reference therein.

          1.2 RESTRICTIONS ON TRANSFERABILITY. Any transfer of the Shares or the
Registrable  Securities  shall be made in compliance  with the provisions of the
Act.

          1.3 RESTRICTIVE LEGEND. Each certificate  representing (i) the Shares,
or (ii) any other  securities  issued in respect  of the  Shares  upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall (unless  otherwise  permitted or unless the  securities  evidenced by such
certificate  shall have been  registered  under the Act) be stamped or otherwise
imprinted  with a legend  in the  following  form  (in  addition  to any  legend
required under applicable state securities laws):

          THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  (THE "SECURITIES  ACT") OR ANY STATE SECURITIES LAW
          AND,  ACCORDINGLY,  MAY NOT BE OFFERED,  SOLD OR OTHERWISE TRANSFERRED
          OTHER  THAN IN A  TRANSACTION  EXEMPT  FROM,  OR NOT  SUBJECT  TO, THE
          REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT. THE TRANSFER OF THIS
          SECURITY IS SUBJECT TO A SALE AND PURCHASE  AGREEMENT  DATED  FEBRUARY
          24, 1998, BETWEEN  SMITHKLINE BEECHAM P.L.C. AND ICN  PHARMACEUTICALS,
          INC.

As soon as practicable but not later than ten business days after ICN shall have
received,  at SB's option,  either the opinion  referred to in Section 1.4(i) or
the  "no-action"  letter  referred to in Section  1.4(ii) to the effect that any
transfer by SB of the securities  evidenced by such certificate will not violate
the Act or any applicable  state securities laws, ICN shall remove the foregoing
legend  from  any  certificate  or  issue  to  SB a  new  certificate  for  each
certificate  being replaced free of any transfer legend. 

          1.4 NOTICE OF PROPOSED  TRANSFERS.  SB by acceptance  of  certificates
representing  Restricted  Securities  agrees to comply in all respects  with the
provisions of this Section 1.4. Prior to any proposed transfer of any Restricted
Securities  (other than under  circumstances  described  in Sections 1.5 and 1.6
hereof),  SB shall give  written  notice to ICN of its  intention to effect such
transfer.  Each such notice shall describe the manner and  circumstances  of the
proposed transfer in sufficiently  reasonable  detail,  and shall be accompanied
(except in transactions in compliance with Rule 144) by, at SB's option,  either
(i) a written  opinion of legal counsel who shall be reasonably  satisfactory to
ICN, addressed to ICN and reasonably satisfactory in form and substance to ICN's
counsel,  to the effect that the proposed transfer of Restricted  Securities may
be effected without Registration, or (ii) a "no action" letter from the staff of
the Commission to the effect that the  distribution of such  securities  without
Registration  will not result in a recommendation by the staff of the Commission
that action be taken with  respect  thereto,  whereupon  SB shall be entitled to
transfer such  Restricted  Securities in accordance with the terms of the notice
delivered by SB to ICN. Each  certificate  evidencing the Restricted  Securities
transferred  as above provided  shall bear the  restrictive  legend set forth in
Section 1.3 above,  except that such certificate shall not bear such restrictive
legend if the opinion of counsel or "no-action"  letter  referred to above is to
the  further  effect  that such  legend is not  required  in order to  establish
compliance with any provisions of the Act

          1.5 REGISTRATION.

          (a) SHELF  REGISTRATION  STATEMENT.  ICN shall  prepare and, not later
than 60 days following the Closing Date,  shall file with the Commission a Shelf
Registration  Statement  pursuant to Rule 415 under the Act or any similar  rule
that may be  adopted  by the  Commission  relating  to the offer and sale of the
Registrable  Securities and thereafter  shall use its best efforts to cause such
Shelf Registration Statement to be declared effective under the Act.

          (b) ICN shall  use its best  efforts  to keep the  Shelf  Registration
Statement  continuously effective in order to permit the Prospectus forming part
thereof to be usable by SB until the expiration of the Registration  Period. ICN
shall be deemed not to have used its best efforts to keep the Shelf Registration
Statement  effective during the Registration  Period if it voluntarily  takes or
neglects to take any action that would  result in SB not being able to offer and
sell such  Registrable  Securities  during  that  period,  unless such action or
omission  is (i)  required by  applicable  law, or (ii) taken or omitted in good
faith by ICN and results in the  occurrence of an event  described in Item 11(b)
of Form S-3 under the Act, so long as ICN promptly  thereafter complies with the
requirements of Section 1.8(o) hereof, if applicable.

          (c) If during the  Registration  Period,  ICN is  obligated  under the
Purchase   Agreement  to  deliver  any  Registrable   Securities  to  SB,  which
Registrable  Securities  are  not at  that  time  covered  by  the  Registration
Statement, ICN shall, as soon as practicable after becoming obligated to deliver
such Registrable  Securities to SB: (i) file a  post-effective  amendment to the
Shelf Registration Statement requesting Registration of the number of additional
Registrable  Securities  as then  required  to meet its  obligations  under  the
Purchase  Agreement up to the amount  permitted under Rule 462(b)(3) of the Act;
or (ii) if such amount is not sufficient to meet such obligations,  prepare and,
not later than 60 days following the time such obligations  arise, file with the
Commission and thereafter use its best efforts to cause to be declared effective
under the Act another  Shelf  Registration  Statement  relating to the offer and
sale of such Registrable Securities.

          (d) Any  Registration  Statement filed pursuant to this Agreement may,
subject to the provisions of Section 1.5(e) below,  include other  securities of
ICN,  including its own securities and securities which are held by persons who,
by virtue of agreements  with ICN, are entitled to include  their  securities in
any such registration.

          (e)  UNDERWRITING.  If SB  intends  to  distribute  any  or all of the
Registrable  Securities by means of an underwritten offering, it shall so advise
ICN. If holders of securities of ICN who are entitled,  by contract with ICN, to
have  securities  of ICN included in such an  underwritten  offering (the "Other
Shareholders")  request  such  inclusion,  SB may  offer to  include  all or any
portion of the securities of such Other  Shareholders in the  underwriting as it
may,  in its sole  discretion,  determine  and may  condition  such offer on the
acceptance of such Other  Shareholders of the further  applicable  provisions of
this Section 1. ICN shall (together with SB and the Other Shareholders proposing
to  distribute  their  securities  through  such  underwriting)  enter  into  an
underwriting  agreement  in  customary  form  with  the  representative  of  the
underwriter or underwriters  selected for such underwriting by SB and reasonably
acceptable to ICN.  Notwithstanding any other provision of this Section 1.5, if:
(i) the number of Registrable  Securities to be distributed by SB in aggregation
with other securities of ICN to be distributed exceeds the number of Registrable
Securities that may be distributed;  or (ii) the managing underwriter advises SB
in writing  that the  inclusion  of the  number of  securities  requested  to be
included in such registration exceeds the largest number of securities which can
be sold  without  having a material  and adverse  effect on such  offering  (the
"Maximum  Offering  Size"),  ICN  will  include  in  such  registration,  in the
following priority, up to the Maximum Offering Size, (1) all or a portion, as SB
may  determine  in its sole  discretion,  of the  Registrable  Securities  to be
registered by SB or its Affiliates,  (2) all securities requested to be included
by Other Shareholders in proportion, as nearly as practicable, to the respective
amounts  of  securities  which  were  requested  to be  included  by such  Other
Shareholders in such Registration  Statement and (3) any securities  proposed to
be Registered by ICN. If SB or any Other Shareholder who has requested inclusion
in  such  Registration  as  provided  above  disapproves  of  the  terms  of the
underwriting,  such person may elect to have such person's securities  withdrawn
therefrom by written  notice to ICN, the  underwriter  and SB. Any securities so
withdrawn by such person,  shall also be withdrawn  from  Registration.  

          1.6 ICN  REGISTRATION. 

          (a) If at any time during the  Registration  Period,  ICN is obligated
under the Purchase Agreement to deliver any Registrable  Securities to SB, which
Registrable  Securities  are not at that time  covered  by a Shelf  Registration
Statement, and ICN shall consider Registration of any of its securities, whether
such securities are owned by ICN or by Other Holders,  other than a registration
relating solely to a Commission Rule 145  transaction,  or a Registration on any
registration  form  which does not permit  secondary  sales or does not  include
substantially  as much  information  as would be  required  to be  included in a
Registration  Statement covering the sale of Registrable  Securities,  ICN will:
(i)  promptly  give to SB written  notice  thereof  at least 20 days  before the
filing  of any  Registration  Statement  (which  shall  include  a  list  of the
jurisdictions  in which ICN intends to attempt to qualify such securities  under
the applicable  Blue Sky or other state  securities  laws);  and (ii) include in
such  Registration (and any related  qualification  under Blue Sky laws or other
compliance),  such Registrable  Securities which are not at that time covered by
an effective  Registration  Statement and, if so requested by SB, include in any
underwriting  such number of  Registrable  Securities as shall be specified in a
written request or requests,  made by SB within fifteen (15) business days after
receipt of the written notice from ICN described in clause (i) above, except (A)
as set forth in Section 1.6(b) below, and (B) subject to Section 1.12. ICN shall
not be required to include  Registrable  Securities in any such registration if,
and to the extent, in the opinion of ICN's investment  bankers,  delivered to SB
in writing,  the  inclusion  of such  Registrable  Securities  would  exceed the
Maximum Offering Size. 

          (b) UNDERWRITING. If the Registration of which ICN gives notice is for
a registered public offering  involving an underwriting,  ICN shall so advise SB
as part of the written notice given pursuant to Section 1.6(a)(i). In such event
the  right  of  SB to  Registration  pursuant  to  this  Section  1.6  shall  be
conditioned upon SB's  participation  in such  underwriting and the inclusion of
SB's  Registrable  Securities in the underwriting to the extent provided herein.
SB, together with ICN and the Other  Shareholders  distributing their securities
through such underwriting, if any, shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected by ICN or the Other
Shareholders,  as the case may be, with the prior approval of SB, which approval
shall not be unreasonably withheld.  Notwithstanding any other provision of this
Section  1.6,  if the  underwriter  determines  that  the  inclusion  of all the
securities  requested to be included would exceed the Maximum Offering Size, the
underwriter  may (subject to the  allocation  priority set forth below)  exclude
from  such  Registration  and  underwriting  some  or  all  of  the  Registrable
Securities which would otherwise be underwritten  pursuant hereto.  ICN shall so
advise all  holders of  securities  requesting  Registration,  and the number of
securities that are entitled to be included in the Registration and underwriting
shall be  allocated  in the  following  manner:  The  securities  of ICN held by
officers and  directors of ICN shall be excluded from such  Registration  and if
thereafter a further limitation on the number of securities is still required in
order to reduce  the number of  securities  to an amount  less than the  Maximum
Offering  Size,  then the  number  of  securities  that may be  included  in the
Registration and underwriting shall be allocated among SB and Other Shareholders
in  proportion,  as  nearly  as  practicable,   to  the  respective  amounts  of
Registrable  Securities  and other  securities  which they had  requested  to be
included in such Registration at the time of filing the Registration  Statement.
If SB or any officer,  director or Other Shareholder disapproves of the terms of
any such  underwriting,  he may elect to withdraw therefrom by written notice to
ICN and the underwriter. Any Registrable Securities or other securities excluded
or withdrawn from such underwriting shall be withdrawn from such Registration.

          1.7 EXPENSES OF REGISTRATION.

          All   Registration   Expenses   incurred   in   connection   with  any
Registration,  qualification  or compliance  pursuant to this Section 1 shall be
borne  by ICN,  and all  Selling  Expenses  (except  fees and  disbursements  of
counsel, which shall be borne by the party engaging such counsel) shall be borne
by the  holders of the  securities  so  Registered  pro rata on the basis of the
number of their shares so Registered.  

          1.8 REGISTRATION PROCEDURES.

          In the case of each  Registration  effected  by ICN  pursuant  to this
Section 1, ICN shall keep SB  advised  in writing as to the  initiation  of each
Registration and as to the completion  thereof.  At its expense,  ICN shall:

          (a) Keep such Registration  effective for the Registration  Period and
in  furtherance  thereof,  ICN shall prepare and file with the  Commission  such
amendments and supplements to the Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep such Registration  Statement
effective for such period;

          (b) Furnish to SB without charge,  at any time during the Registration
Period,  such number of Prospectuses  (including  preliminary  prospectuses) and
other documents  incident thereto,  as the same shall be amended or supplemented
from  time to time,  as SB from  time to time  may  reasonably  request  and ICN
consents to the use of any Prospectus or any amendment or supplement  thereto by
SB in  connection  with the offering and sale of the  securities  covered by the
Prospectus or any amendment or supplement thereto;

          (c) Use its best  efforts  to  Register  or  qualify  the  Registrable
Securities  covered by such Registration  Statement under the securities or Blue
Sky laws of such  jurisdictions  as the  underwriter for such offering or SB may
reasonably  request;  provided that ICN shall in no event be required to qualify
to do  business as a foreign  corporation  in any  jurisdiction  where it is not
otherwise  required  to be  qualified,  to amend  its  Restated  Certificate  of
Incorporation,  as amended,  or to change the  composition  of its assets at the
time to conform with the securities or Blue Sky laws of such  jurisdictions,  to
take any action that would  subject it to service of process in suits other than
those arising out of the offer and sale of the Registrable Securities covered by
the Registration Statement; or to subject itself to taxation in any jurisdiction
where it has not theretofore done so;

          (d) Promptly notify SB of: (i) any stop order or the initiation of any
stop order or similar  proceeding by state or federal  regulatory bodies and use
its best efforts to expeditiously  remove such stop order or similar proceeding;
(ii) the receipt by ICN of any  notification  with respect to the  suspension of
the qualification of the securities  included in any Registration  Statement for
sale in any jurisdiction or the initiation of threatening of any proceedings for
such purpose; or (iii) the happening of any event that requires the amendment of
any  Registration  Statement or the  Prospectus  so that,  as of such date,  the
statements  therein are not  misleading and do not omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of the Prospectus,  in light of the circumstances under which they were
made) not  misleading  (which advice shall be  accompanied  by an instruction to
suspend the use of the Prospectus until the requisite changes have been made);


          (e) Cause all  Registrable  Securities to be listed on each securities
exchange on which similar  securities  issued by ICN are then listed and, if not
so  listed,  to be  listed on the  NASDAQ  automated  quotation  system on which
similar securities issued by ICN are listed;

          (f) Provide a transfer  agent and registrar  for all such  Registrable
Securities not later than the effective date of such Registration Statement;

          (g) Otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission,  and make available to its security  holders,
as soon as reasonably practicable,  an earnings statement covering the period of
at least twelve months beginning with the first day of ICN's first full calendar
quarter after the effective date of the Registration  Statement,  which earnings
statement  shall satisfy the provisions of Section 11(a) of the Act and Rule 158
under the Act; 

          (h)  Prior  to  filing  any  Registration  Statement,   Prospectus  or
amendment  with the  Commission,  provide  SB  copies of all  information  to be
included therein concerning SB and give SB an opportunity to furnish corrections
or other modifications to such information;

          (i) Upon the  effectiveness of any Registration  Statement  hereunder,
deliver to SB the opinion of the  General  Counsel of ICN to the effect that the
Registration  Statement has been declared effective and to the best knowledge of
such counsel no stop order  suspending  the  effectiveness  of the  Registration
Statements  has been  issued and no  proceeding  for that  purpose is pending or
threatened by the Commission.

          (j) Ensure that:  (i) any  Registration  Statement  and any  amendment
thereto and any Prospectus  forming part thereof and any amendment or supplement
thereto  complies  in all  material  respects  with  the Act and the  rules  and
regulations  thereunder;  (ii)  any  Registration  Statement  and any  amendment
thereto does not, when it becomes  effective,  contain an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to  make  the  statements  therein  not  misleading;  and  (iii)  any
Prospectus  forming  part of any  Registration  Statement  and any  amendment or
supplement  to such  Prospectus,  does not  include  an  untrue  statement  of a
material  fact or omit to state a material  fact  necessary in order to make the
statements,  in the light of the  circumstances  under which they were made, not
misleading;

          (k) Use its  best  efforts  to  obtain  the  withdrawal  of any  order
suspending  the  effectiveness  of any  Registration  Statement  at the earliest
possible time;

          (l)  Cooperate  with  SB to  facilitate  the  timely  preparation  and
delivery of  certificates  representing  the  Registrable  Securities to be sold
pursuant to any  Registration  Statement free of any restrictive  legends and in
such denominations and registered in such names as SB may request prior to sales
of Registrable Securities pursuant to such Registration Statement;

          (m) If requested,  promptly incorporate in a Prospectus  supplement or
post-effective amendment to a Registration Statement, such information as SB may
reasonably  determine  should be included  therein  and shall make all  required
filings of such  Prospectus  supplement or  post-effective  amendment as soon as
notified of the matters to be  incorporated  in such  Prospectus  supplement  or
post-effective amendment;

          (n) Enter into such agreements (including underwriting agreements) and
take all other  appropriate  actions  in order to  expedite  or  facilitate  the
Registration or the disposition of the Registrable  Securities and in connection
therewith,  if an  underwriting  agreement  is entered  into,  cause the same to
contain  indemnification  provisions and procedures no less favorable than those
set forth in Section 1.9; and

          (o) Upon the occurrence of the event contemplated by the last sentence
of Section 1.5(b) above, ICN shall promptly  prepare a post-effective  amendment
to any  Registration  Statement  or an amendment  or  supplement  to the related
Prospectus or file any other required  document and take any action necessary so
that:  (i) SB shall be able promptly  thereafter  to offer and sell  Registrable
Securities  as if such  an  event  had  not  occurred;  and  (ii) as  thereafter
delivered to purchasers of the securities included therein,  the Prospectus will
not include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

          1.9 INDEMNIFICATION.

          (a)  ICN  shall  indemnify  and  hold  harmless  SB  and  each  of its
directors,  officers, employees and agents and any other person that directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common  control with, SB, within the meaning of the Act or the Exchange
Act, and any  underwriter and each person who controls such  underwriter  within
the  meaning  of the Act or the  Exchange  Act  with  respect  to  Registration,
qualification  or  compliance  effected  pursuant to this Section 1, against all
claims, losses, damages and liabilities (or actions in respect thereof), whether
joint or several, to which they or any of them may become subject under the Act,
the Exchange  Act or other  Federal or state  statutory  law or  regulation,  at
common law or otherwise,  insofar as such losses, claims, damages or liabilities
(or  actions  in  respect  thereof)  arise  out of or are  based  on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
Prospectus,  offering  circular  or other  document,  any  related  Registration
Statement, notification or the like as originally filed or any amendment thereof
or supplement thereto  (collectively  "Offering Documents") incident to any such
Registration,  qualification or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein (in the case of a Prospectus,  in light
of the  circumstances  under  which  they  were  made)  not  misleading,  or any
violation  by ICN of the  Act or the  Exchange  Act or any  rule  or  regulation
thereunder  applicable to ICN and relating to action or inaction required of ICN
in connection with any such Registration,  qualification or compliance, and will
reimburse  any such  indemnified  party and its  Affiliates  as incurred for any
legal  and  any  other   expenses   reasonably   incurred  in  connection   with
investigating and defending any such claims, loss, damage,  liability or action,
provided  that ICN will not be  liable in any such  case to  indemnify  any such
indemnified party to the extent that any such claim, loss, damage,  liability or
expense arises out of or is based on any untrue statement or omission based upon
written information  furnished to ICN by such indemnified party and stated to be
specifically  for  use  therein.  This  indemnity  will  be in  addition  to any
liability which ICN may otherwise be subject to.

          (b) SB shall, if Registrable Securities held by it are included in the
securities as to which any  Registration,  qualification  or compliance is being
effected pursuant to this Agreement, indemnify and hold harmless ICN and each of
its  directors,  officers,  employees  and  agents,  and any other  person  that
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with,  ICN,  within the meaning of the
Act or the Exchange  Act,  any  underwriter  and each person who  controls  such
underwriter,  within the meaning of the Act or the  Exchange Act with respect to
Registration,  qualification, or compliance effected pursuant to this Section 1,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof) joint or several, to which they or any of them may become subject under
the Act, the Exchange Act or other Federal or state statutory law or regulation,
at  common  law or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or  actions in respect  thereof)  arise out of or are based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
that portion of any such Offering Documents  relating to information  concerning
SB, which was  furnished  by SB to ICN in writing and stated to be  specifically
for use therein or any omission  (or alleged  omission) to state in such portion
thereof a material fact  required to be stated  therein or necessary to make the
statements  therein (in the case of a Prospectus,  in light of the circumstances
under  which  they  were  made)  not  misleading,  and will  reimburse  any such
indemnified  party and its  Affiliates  as  incurred  for any legal or any other
expenses  reasonably  incurred in connection with investigating or defending any
such claim, loss,  damage,  liability or action, in each case to the extent, but
only to the extent,  that such untrue statement (or alleged untrue statement) or
omission (or alleged  omission) is made in such  Offering  Documents in reliance
upon and in  conformity  with  written  information  furnished  to ICN by SB and
stated  to  be  specifically  for  use  therein,  provided,  however,  that  the
obligations  of SB hereunder  shall not exceed an amount equal to the lesser of:
(i) the net  proceeds  to SB of  Registrable  Securities  sold  pursuant to such
Offering  Document,  or (ii) the  Guaranteed  Value for the following  Guarantee
Date.

          (c) Each party entitled to indemnification under this Section 1.9 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation resulting therefrom provided that counsel for the Indemnifying Party,
who  shall  conduct  the  defense  of such  claim  or any  litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's expense,  and, provided further, that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its  obligations  under this Section 1.9. No Indemnifying
Party,  in the defense of any such claim or litigation,  shall,  except with the
consent of each  Indemnified  Party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such Indemnified  Party of a release from
all liability in respect of such claim or  litigation.  Each  Indemnified  Party
shall furnish such  information  regarding itself or the claim in question as an
Indemnifying  Party may reasonably request in writing and as shall be reasonably
required in connection  with the defense of such claim and litigation  resulting
therefrom.

          (d) If for any reason the foregoing  indemnity is  unavailable,  or is
insufficient  to hold  harmless an  Indemnified  Party under  Section  1.9(a) or
1.9(b)  above in  respect  of any  claim,  then  the  Indemnifying  Party  shall
contribute to the amount paid or payable by the Indemnified Party as a result of
such claim in such proportion as is appropriate to reflect the relative benefits
received by, and the relative fault of, the  Indemnifying  Party on the one hand
and the Indemnified Party on the other from such offering of securities, as well
as any other relevant  equitable  considerations,  provided,  however,  that the
obligations  of SB  hereunder  shall be  limited  to an amount  equal to the net
proceeds to SB of securities  sold as  contemplated  herein.  The relative fault
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the  Indemnifying
Party or by the Indemnified Party and the parties'  relative intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission.  The amount  paid or  payable  in  respect of any such claim  shall be
deemed  to  include  any legal or other  expenses  reasonably  incurred  by such
Indemnified Party in connection with  investigating or defending any such claim.
No person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution  from any person who was not
guilty of such  fraudulent  misrepresentation.  The  provisions  of this Section
1.9(d)  shall  be  in  addition  to  any  other  rights  to  indemnification  or
contribution  which any  Indemnified  Party may have pursuant to law or contract
and shall  remain  operative  and in full  force and  effect  regardless  of any
investigation made or omitted by or on behalf of any Indemnified Party and shall
survive the transfer of the Registrable Securities by any such party.

          1.10 INFORMATION BY SB.

          SB  shall  furnish  to ICN  such  information  regarding  SB  and  the
distribution  proposed  by SB as ICN may  reasonably  request in writing  and as
shall be reasonably required in connection with any registration,  qualification
or compliance referred to in this Section 1.

          1.11 RULE 144 REPORTING.

          With a view to making  available  the  benefits  of certain  rules and
regulations  of the  Commission  which  may  permit  the sale of the  Restricted
Securities to the public without registration, ICN agrees to:

          (a) Make and keep  public  information  available  as those  terms are
understood and defined in Rule 144 under the Securities Act;

          (b) Use its  best  efforts  to file  with the  Commission  in a timely
manner all reports and other documents required to be filed by ICN under the Act
and the Securities Exchange Act of 1934 (the "Exchange Act"); and

          (c) So  long as SB  owns  any  Restricted  Securities,  furnish  to SB
forthwith upon request a written  statement by ICN as to its compliance with the
current reporting requirements of Rule 144, and of the Act and the Exchange Act,
a copy of the most  recent  annual or  quarterly  report  of ICN and such  other
reports  and  documents  so  filed  as SB may  reasonably  request  in  availing
themselves of any rule or regulation of the  Commission  allowing SB to sell any
such securities without Registration.

          1.12 "MARKET STAND-OFF" AGREEMENT.

          SB agrees, if reasonably requested by ICN and an underwriter of Common
Stock  (or  other  equity  securities  or  securities  convertible  into  equity
securities) of ICN in connection with a firm commitment underwriting of a public
offering,  not to effect any public sale or distribution of any Common Stock (or
other equity securities or securities convertible into equity securities) of ICN
held by SB during such period as the  managing  underwriter  and ICN shall agree
(which  period  shall  not  exceed  90  days)  after  the  effective  date  of a
Registration  Statement  of ICN  filed  under the Act not  including  Restricted
Securities,  provided that all Other  Shareholders and officers and directors of
ICN enter into similar agreements.  Such agreement shall be in writing in a form
satisfactory  to ICN and  such  underwriter.  In the  event  that SB  holds  any
Registrable Securities on the date which is 30 days prior to the Final Guarantee
Date, the foregoing  agreement  shall not apply to the period of time commencing
on such day and ending on the earlier of: (i) the 90th day  following  the Final
Guarantee Date, or (ii) the expiration of the  Registration  Period.  ICN agrees
that if it offers or sells any securities of ICN in a public offering during the
period mentioned in the preceding sentence, clause (ii)(B) of Section 1.6(a) and
the fourth sentence of Section 1.6(b) shall not apply, and SB shall be permitted
to include in any such public offering Registrable  Securities as specified in a
request pursuant to clause (ii) of paragraph 1.6.

          2. MISCELLANEOUS PROVISIONS

          2.1 AMENDMENT; WAIVER.

          Neither this Agreement, nor any of the terms or provisions hereof, may
be amended,  modified,  supplemented or waived,  except by a written  instrument
signed  by the  parties  hereto.  No  waiver  of any of the  provisions  of this
Agreement  shall be deemed or shall  constitute a waiver of any other  provision
hereof,  nor shall such waiver  constitute  a continuing  waiver.  No failure of
either party hereto to insist upon strict compliance by the other party with any
obligation,  covenant,  agreement or condition contained in this Agreement shall
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.

          2.2  NOTICES.  (a) All  notices and other  communications  required or
permitted  under  this  Agreement  shall  be in  writing  and  mailed,  faxed or
delivered: (i) If to SB, to:

         Smithkline Beecham p.l.c,
         One New Horizons Court
         Brentford, Middlesex  TW89EP  England

         Attention:  General Counsel

                                            with a copy to:

                                            Cleary, Gottlieb, Steen & Hamilton
                                            One Liberty Plaza
                                            New York, New York 10006
                                            USA
                                            Attention: James Munsell
                                            Fax: (212) 225-3999

         (ii)     If ICN:

         ICN Pharmaceuticals, Inc.
         3300 Hyland Avenue
         Costa Mesa, California  92626   USA
         fax:  714-641-7206

         Attention:        General Counsel

          (b) All notices that are addressed as provided in this Section 2.2 (1)
if delivered  personally  against  proper  receipt or by confirmed  fax shall be
effective upon delivery and (2) if delivered (A) by certified or registered mail
with postage  prepaid or (B) by Federal  Express or similar courier service with
courier fees paid by the sender shall be effective three business days following
the date when mailed or  couriered,  as the case may be.  Either  party may from
time to time  change its  address  for the purpose of notices to that party by a
similar notice  specifying a new address,  but no such change shall be deemed to
have been given until it is actually  received by the party sought to be charged
with its contents.

          2.3 ASSIGNMENT.

          This Agreement and all of the provisions  hereof shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and permitted  assigns.  The rights,  interests and obligations of SB under this
Agreement,  including,  without limitation,  its rights to cause ICN to Register
Registrable  Securities  granted to SB by ICN under  Sections 1.5 and 1.6 may be
transferred  or assigned by SB to a transferee or assignee of SB;  provided that
ICN is given notice at the time of such transfer or assignment, stating the name
and address of such  transferee or assignee and  identifying the securities with
respect to which such  Registration  and other rights are being  transferred  or
assigned; and provided,  further, that the transferee or assignee shall agree to
be bound by the terms of this  Agreement;  whereupon such transferee or assignee
shall be SB for purposes of this  Agreement.  Neither this  Agreement nor any of
the rights, interests or obligations hereunder may be assigned or transferred by
ICN without the prior written consent of SB.

          2.4 GOVERNING LAW.

          This Agreement and the agreements  entered into in connection with the
transaction  contemplated  by this  Agreement  are made  subject to and shall be
construed  under the laws of the State of New York without  giving effect to the
principles of conflicts of law thereof.  All actions and proceedings arising out
of or relating to this  Agreement  shall be heard and  determined  in a New York
State or  federal  court  sitting  in the City of New York,  in the  Borough  of
Manhattan,  and the parties  hereto hereby  irrevocably  submit to the exclusive
jurisdiction  of such courts in any such action or  proceeding  and  irrevocably
waive the defense of an inconvenient  forum to the maintenance of such action or
proceeding.

          2.5  COUNTERPARTS.

          This  Agreement may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original,  but all of which  taken  together  shall
constitute one and the same instrument.

          2.6 HEADINGS.

          The  headings  contained  in this  Agreement  are for  convenience  of
reference  only and shall not  constitute  a part  hereof  or  define,  limit or
otherwise affect the meaning of any of the terms or provisions hereof.

          2.7 ENTIRE AGREEMENT.

          This  Agreement  together  with the  Purchase  Agreement  embodies the
entire agreement and understanding  among the parties hereto with respect to the
subject  matter  of  this   Agreement  and  supersedes  all  prior   agreements,
commitments,  arrangements,  negotiations  or  understandings,  whether  oral or
written,  between the parties with  respect  thereto.  There are no  agreements,
covenants,  undertakings,  representations  or  warranties  with  respect to the
subject  matter  of this  Agreement  other  than  those  expressly  set forth or
referred to herein.

          2.8 SEVERABILITY.

          Each term and provision of this  Agreement  constitutes a separate and
distinct undertaking,  covenant, term or provision hereof. In the event that any
term or provision of this  Agreement  shall be determined  to be  unenforceable,
invalid  or  illegal  in  any  respect,  such  unenforceability,  invalidity  or
illegality  shall not affect any other term or provision of this Agreement,  but
this Agreement shall be construed as if such  unenforceable,  invalid or illegal
term or provision  had never been  contained  herein.  Moreover,  if any term or
provision of this Agreement shall for any reason be held to be excessively broad
as to time,  duration,  activity or subject, it shall be construed,  by limiting
and reducing it, as to be enforceable to the extent  permitted under  applicable
law as it shall then exist.





         IN WITNESS WHEREOF,  the parties have duly executed this Agreement,  as
of the date first above written.

"ICN"

ICN PHARMACEUTICALS, INC.


By:      ____________________________________
         Name:
         Title:

"SB"

SIGNED BY CHRISTOPHER JOHN BARON AND        )
JAMES STEPHEN CROOKES                       )
ACTING UNDER A POWER OF ATTORNEY            )
FOR AND ON BEHALF                           )
OF  SMITHKLINE BEECHAM p.l.c..              )


                  SCHEDULE THIRTEEN: CERTIFICATE OF DESIGNATION

<PAGE>

               SCHEDULE FOURTEEN: SALES AND GROSS MARGIN STATEMENT

<PAGE>

                SCHEDULE FIFTEEN: APPORTIONMENT OF CONSIDERATION

Source: OneCLE Business Contracts.