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Sample Business Contracts

Purchase Agreement - ICN Pharmaceuticals Inc. and Schroder & Co. Inc.

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                            ICN PHARMACEUTICALS, INC.
                   $275,000,000 Aggregate Principal Amount of
                          9 1/4% Senior Notes due 2005


                      ------------------------------------

                               PURCHASE AGREEMENT

                                                              New York, New York
                                                                  August 7, 1997


SCHRODER & CO. INC.
Equitable Center
787 Seventh Avenue
New York, New York  10019-6016

Ladies and Gentlemen:

          ICN  Pharmaceuticals,  Inc., a Delaware  corporation  (the "Company"),
proposes,  subject to the terms and conditions  stated herein, to issue and sell
to you (the "Initial  Purchaser")  $275,000,000  aggregate principal amount of 9
1/4%  Senior  Notes  due  2005  (the  "Notes"),  to be  issued  pursuant  to the
provisions  of an  Indenture  (the  "Indenture")  to be entered into between the
Company and United States Trust Company of New York, as trustee (the "Trustee").

          The  Notes  will  be  offered  without  being   registered  under  the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  in  reliance on
exemptions  therefrom  provided by Section 4(2) of the  Securities  Act and Rule
144A promulgated thereunder.

          In   connection   with  the  offering  and  sale  of  the  Notes  (the
"Offering"),   the  Company  has  prepared  a  preliminary  offering  memorandum
(including the documents  incorporated by reference  therein,  the  "Preliminary
Offering  Memorandum") and will prepare a final offering  memorandum  (including
the documents incorporated by reference therein, the "Final Offering Memorandum"
and,  together with the Preliminary  Offering  Memorandum,  each a "Memorandum")
setting forth or including a description of the terms of the Notes, the terms of
the  Offering,  a  description  of the  Company  and any  material  developments
relating to the Company  occurring  after the date of the most recent  financial
statements included therein.

          You and your direct and indirect  transferees  will be entitled to the
benefits of a  registration  rights  agreement  to be entered  into  between the
Company and the Initial  Purchaser  substantially in the form attached hereto as
Exhibit A (the "Registration  Rights Agreement"),  pursuant to which the Company
will  agree  to use its best  efforts  to file and  have  declared  effective  a
registration  statement (an "Exchange Offer  Registration  Statement")  with the
Securities and Exchange Commission (the "Commission")  registering the offer and
sale of the Notes,  the Private  Exchange  Notes or the Exchange  Notes (each as
defined in the  Registration  Rights  Agreement)  under the Securities Act. This
Agreement,  the Notes, the Indenture and the  Registration  Rights Agreement are
referred to herein as the "Offering Documents."

          This is to confirm the agreement concerning the purchase by you of the
Notes from the Company.
<PAGE>
          1. The Company represents and warrants to and agrees with you that:

               (a) The Preliminary Offering Memorandum,  as of its date, did not
          contain  any untrue  statement  of a material  fact or omit to state a
          material  fact  (except for pricing  terms and other  financial  terms
          intentionally left blank) necessary to make the statements therein, in
          the  light of the  circumstances  under  which  they  were  made,  not
          misleading, and the Final Offering Memorandum, as of its date did not,
          and as of the Delivery Date (as defined  below) will not,  contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary,  in the light of the  circumstances  under  which they were
          made, not misleading,  except that the  representations and warranties
          set forth in this Section 1(a) do not apply to statements or omissions
          contained in any  Memorandum  made in reliance  upon and in conformity
          with information  relating to the Initial  Purchaser  furnished by the
          Initial  Purchaser  to the  Company  in writing  expressly  for use in
          either Memorandum or any amendment or supplement thereto.

               (b) Neither the Company nor any of the  Subsidiaries  (as defined
          below)  has  sustained,  since the date of the most  recent  financial
          statements  included  in the Final  Offering  Memorandum,  any loss or
          interference  with its business from fire,  explosion,  flood or other
          calamity,  whether  or not  covered  by  insurance,  or from any labor
          dispute or court or governmental  action,  order or decree, which loss
          or interference is material to the Company and the Subsidiaries, taken
          as a whole.  Since the  respective  dates as of which  information  is
          given in the Final Offering  Memorandum  there has not been any change
          in the capital  stock or  short-term  debt (other than in the ordinary
          course of  business)  or  long-term  debt of the Company or any of the
          Subsidiaries,  or any change or development  which could reasonably be
          expected  to  have  a  material  adverse  effect  upon  the  business,
          operations, assets, condition (financial or otherwise) or prospects of
          the  Company  and the  Subsidiaries,  taken as a whole,  or an adverse
          effect on the ability of the Company to perform its obligations  under
          the Offering  Documents (a "Material Adverse Effect"),  otherwise than
          as set forth or contemplated in the Final Offering Memorandum.

               (c) The Company  and the  Subsidiaries  have good and  marketable
          title in fee simple to all real property and good and marketable title
          to all personal  property owned by them, in each case,  free and clear
          of  all  liens,  adverse  claims,  encumbrances,   security  interests
          (collectively, "Liens") and defects except those that are described or
          contemplated  by the Final  Offering  Memorandum  or those that do not
          materially  affect the value of such  property  and do not  materially
          interfere  with the use made or proposed to be made (as  described  in
          the Final Offering Memorandum) of such property by the Company and the
          Subsidiaries.  Any real property and buildings held under lease by the
          Company and the Subsidiaries are held by them under valid,  subsisting
          and enforceable leases with such exceptions as are not material and do
          not materially  interfere with the use made or proposed to be made (as
          described in the Final Offering  Memorandum) of such real property and
          buildings by the Company and the Subsidiaries.
<PAGE>

               (d)  The  Company  has  been  duly  incorporated  and is  validly
          existing as a corporation in good standing under the laws of the State
          of Delaware,  with all necessary  corporate power and authority to own
          its  properties  and to conduct its business as described in the Final
          Offering Memorandum.  The Company has been duly qualified as a foreign
          corporation  for the  transaction  of business and is in good standing
          under the laws of each other  jurisdiction  in which it owns or leases
          property,   or  conducts   any   business,   so  as  to  require  such
          qualification  (except  where the failure to so qualify,  singly or in
          the aggregate with all other such failures,  would not have a Material
          Adverse  Effect) and each such  jurisdiction  is listed on Schedule II
          hereto.  Each of the Company's  subsidiaries (the  "Subsidiaries")  is
          listed on Schedule I hereto. Except as described in the Final Offering
          Memorandum  and on  Schedule  I hereto,  each of the  Subsidiaries  is
          wholly  owned  directly  or  indirectly  by the  Company.  Each of the
          Subsidiaries  has been duly  incorporated and is validly existing as a
          corporation  in good standing  under the laws of its  jurisdiction  of
          incorporation, with all necessary corporate power and authority to own
          its  properties  and conduct its  business as  described  in the Final
          Offering Memorandum.

               (e) The Company had at the date  indicated in the Final  Offering
          Memorandum  the  capitalization  set  forth  in  the  column  entitled
          "Actual" under the caption  "Capitalization" as set forth in the Final
          Offering  Memorandum and, based on the assumptions stated in the Final
          Offering Memorandum,  the Company would have had on the date indicated
          the adjusted  capitalization  as set forth in the column entitled "Pro
          Forma"  under the caption  "Capitalization"  as set forth in the Final
          Offering  Memorandum.  Except  as  described  in  the  Final  Offering
          Memorandum,  all of the issued and outstanding shares of capital stock
          of each Subsidiary  have been duly and validly  authorized and issued,
          are fully paid and  non-assessable  and are owned by the Company  free
          and clear of all Liens. There are no outstanding options,  warrants or
          other rights to acquire, or instruments convertible into or options to
          acquire,  or instruments  convertible  into or  exchangeable  for, any
          shares of capital stock of any Subsidiary.

               (f)  This  Agreement  has  been  duly  authorized,  executed  and
          delivered by the Company.

               (g) The  Indenture  has been duly  authorized by the Company and,
          when  executed  and  delivered  by the  Company on the  Delivery  Date
          (assuming due  authorization,  execution and delivery by the Trustee),
          will  be a  legally  valid  and  binding  agreement  of  the  Company,
          enforceable  against the Company in accordance with its terms,  except
          that (i) the  enforceability  thereof  may be  limited  by  applicable
          bankruptcy,   insolvency,   reorganization,   moratorium,   fraudulent
          transfer or other  similar laws  relating to or  affecting  creditors'
          rights generally and (ii) the  availability of equitable  remedies may
          be  limited  by   equitable   principles   of  general   applicability
          (regardless  of  whether  in a  proceeding  in equity or at law).  The
          Indenture  will  conform in all material  respects to the  description
          thereof in the Final Offering Memorandum.
<PAGE>

               (h) The  Notes  have  been  duly and  validly  authorized  by the
          Company,  and, when executed and  authenticated in accordance with the
          terms of the  Indenture  and  delivered to and paid for by the Initial
          Purchaser  in  accordance  with the terms of this  Agreement,  will be
          legally valid and binding obligations of the Company,  entitled to the
          benefits  of the  Indenture  and  enforceable  against  the Company in
          accordance  with  their  terms,  except  that  (i) the  enforceability
          thereof  may  be  limited  by   applicable   bankruptcy,   insolvency,
          reorganization,  moratorium, fraudulent transfer or other similar laws
          relating to or  affecting  creditors'  rights  generally  and (ii) the
          availability  of  equitable  remedies  may  be  limited  by  equitable
          principles of general applicability  (regardless of whether considered
          in a  proceeding  in equity or at law).  The Notes will conform in all
          material  respects to the description  thereof  contained in the Final
          Offering Memorandum.

               (i) The Exchange  Notes and the Private  Exchange Notes have been
          duly and  validly  authorized  by the  Company,  and,  when  executed,
          authenticated  and  delivered  in  accordance  with  the  terms of the
          Indenture and the Registration Rights Agreement, will be legally valid
          and binding  obligations  of the Company,  entitled to the benefits of
          the Indenture and  enforceable  against the Company in accordance with
          their terms, except that (i) the enforceability thereof may be limited
          by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
          fraudulent  transfer or other  similar  laws  relating to or affecting
          creditors'  rights  generally and (ii) the  availability  of equitable
          remedies   may  be  limited  by   equitable   principles   of  general
          applicability  (regardless  of whether  considered  in a proceeding in
          equity or at law).

               (j) The  Registration  Rights Agreement has been duly and validly
          authorized  by the Company and,  when  executed  and  delivered by the
          Company on the Delivery Date  (assuming due  authorization,  execution
          and delivery by, and enforceability  against,  the Initial Purchaser),
          will  be a  legally  valid  and  binding  agreement  of  the  Company,
          enforceable  against the Company in accordance with its terms,  except
          that (i) the  enforceability  thereof  may be  limited  by  applicable
          bankruptcy,   insolvency,   reorganization,   moratorium,   fraudulent
          transfer or other  similar laws  relating to or  affecting  creditors'
          rights generally,  (ii) the availability of equitable  remedies may be
          limited by equitable principles of general  applicability  (regardless
          of whether  considered  in a proceeding in equity or at law) and (iii)
          rights to indemnity  may be limited by state or federal laws  relating
          to securities or by policies  underlying  such laws. The  Registration
          Rights  Agreement  will  conform  in  all  material  respects  to  the
          description thereof contained in the Final Offering Memorandum.
<PAGE>

               (k) The execution, delivery and performance by the Company of the
          Offering   Documents  and  the   consummation   of  the   transactions
          contemplated thereby will not (i) conflict with, or result in a breach
          or violation  of, any of the terms or  provisions  of, or constitute a
          default  under,  any  indenture,  mortgage,  deed of  trust,  license,
          permit,   loan  agreement,   lease  or  other  material  agreement  or
          instrument to which the Company or any of the  Subsidiaries is a party
          or by  which  any of them or any of  their  respective  properties  or
          assets is bound or is  subject,  (ii)  violate  any  provision  of the
          certificate of incorporation or the by-laws or similar  organizational
          documents  of the Company or any of the  Subsidiaries  or any material
          statute or any  material  order,  rule or  regulation  of any court or
          governmental  agency or body having  jurisdiction  over the Company or
          any of the Subsidiaries or any of their properties or assets, or (iii)
          result in or require the creation or imposition  of any Lien,  upon or
          with  respect to any of the  properties  of the  Company or any of the
          Subsidiaries,  except as permitted by the terms of the  Indenture.  No
          consent, approval, authorization, order, registration or qualification
          of or with any court or  governmental  agency or body is required  for
          the issue and sale of the  Notes,  except  such  consents,  approvals,
          authorizations,  registrations  or  qualifications  as may be required
          under state  securities or Blue Sky laws in connection  with the offer
          and sale of the Notes.

               (l) Except as described in the Final Offering  Memorandum,  there
          are no legal or governmental  proceedings pending to which the Company
          or any  of the  Subsidiaries  is a  party  or of  which  any of  their
          respective  properties or assets is the subject  which,  if determined
          adversely,  would singly or in the aggregate  have a Material  Adverse
          Effect.  To the Company's best  knowledge,  except as described in the
          Final  Offering  Memorandum,  no such  proceedings  are  threatened or
          contemplated by any governmental agency or body or any other person.

               (m) The Company and the Subsidiaries have all material  licenses,
          permits and other approvals or authorizations of and from governmental
          agencies and bodies  ("Permits") as are necessary under applicable law
          to own their  respective  properties  and to conduct their  respective
          businesses in the manner now being conducted as described in the Final
          Offering  Memorandum.  The Company and the Subsidiaries have fulfilled
          and  performed  in  all  material  respects  all of  their  respective
          obligations  with respect to such material  Permits,  and no event has
          occurred  which allows,  or after notice or lapse of time would allow,
          revocation  or  termination  thereof  or result in any other  material
          impairment of the rights of the holder of any such material Permits.

               (n)  Coopers  &  Lybrand  L.L.P.,   who  have  certified  certain
          financial   statements  of  the  Company,   are   independent   public
          accountants under rule 101 of AICPA's Code of Professional Conduct and
          its interpretation and rulings.
<PAGE>

               (o) The consolidated  financial statements of the Company and the
          Subsidiaries  included  or  incorporated  by  reference  in the  Final
          Offering  Memorandum  present  fairly  the  financial  condition,  the
          results  of  operations  and the  cash  flows of the  Company  and the
          Subsidiaries as of the dates and for the periods therein  specified in
          conformity with generally accepted accounting principles  consistently
          applied  throughout the periods  involved,  except as otherwise stated
          therein.  The unaudited pro forma financial statements included in the
          Final Offering  Memorandum  have been prepared in accordance  with the
          rules and  guidelines  of the  Commission  with  respect  to pro forma
          financial  statements and in the Company's  opinion,  the  assumptions
          used in the  preparation  thereof are reasonable  and the  adjustments
          used therein are  appropriate  to give effect to the  transactions  or
          circumstances referred to therein.

               (p) There is no presently existing dispute or controversy between
          the  Company or any of the  Subsidiaries  and any of their  respective
          employees  which has had or is likely to have,  and the Company has no
          reason  to  believe  that  the  relationship  of the  Company  and the
          Subsidiaries  with  their  unions or  employees  is likely to have,  a
          Material Adverse Effect.

               (q) The  Company  and the  Subsidiaries  own or possess  adequate
          patents, patent rights, inventions,  trademarks,  service marks, trade
          names and copyrights  necessary to conduct their business as presently
          conducted as described in the Final Offering  Memorandum.  Neither the
          Company  nor  any of the  Subsidiaries  has  received  any  notice  of
          infringement  of or  conflict  with  asserted  rights of  others  with
          respect to any material patent, patent rights, inventions, trademarks,
          service  marks,  trade names or copyrights  which could  reasonably be
          expected to have a Material Adverse Effect.

               (r)  Neither  the  Company  nor  any  of the  Subsidiaries  is in
          violation  of  any  provision  of  their  respective   certificate  of
          incorporation or by-laws.  The Company and each of the Subsidiaries is
          in compliance with all laws, rules,  regulations,  orders,  judgments,
          writs and decrees applicable to them other than those which, singly or
          in the aggregate,  could not reasonably be expected to have a Material
          Adverse Effect.

               (s) No  default  exists,  and no event has  occurred  which  with
          notice or lapse of time,  or both,  would  constitute a default in the
          due performance  and observance of any term,  covenant or condition of
          any  indenture,   mortgage,  deed  of  trust,  license,  permit,  loan
          agreement, lease or other agreement or instrument to which the Company
          or any of the  Subsidiaries  is a party or by which any of them or any
          of their respective properties or assets is bound or is subject, which
          default,  singly or in the aggregate,  could reasonably be expected to
          have a Material Adverse Effect.
<PAGE>

               (t) The  Company  and the  Subsidiaries  have  timely  filed  all
          federal income and other material tax returns and notices. The Company
          has no knowledge of any tax  deficiencies  which would have a Material
          Adverse  Effect.  The  Company  and its  Subsidiaries  have  paid  all
          federal,  state, local and foreign taxes of any nature which are shown
          on its  returns to be due,  in each case except as may be set forth or
          adequately  reserved for in the financial  statements  included in the
          Final  Offering  Memorandum  in  accordance  with  GAAP.  The  amounts
          currently set up as  provisions  for taxes or otherwise by the Company
          and the Subsidiaries on their books and records are sufficient for the
          payment of all their unpaid federal,  foreign, state, county and local
          taxes accrued through the dates as of which they relate, and for which
          the Company and the  Subsidiaries may be liable in their own right, or
          as a  transferee  of the  assets  of,  or as  successor  to any  other
          corporation, association, partnership, joint venture or other entity.

               (u)  Since  the  date as of  which  information  is  given in the
          Preliminary Offering Memorandum through the date hereof, and except as
          may otherwise be disclosed in the Final Offering  Memorandum,  neither
          the Company nor any of the Subsidiaries has sold or otherwise disposed
          of any capital stock of the Company or the  Subsidiaries,  directly or
          indirectly.

               (v)  The  Company  maintains  a  system  of  internal  accounting
          controls   sufficient  to  provide  reasonable   assurances  that  (i)
          transactions are executed in accordance with  management's  general or
          specific authorization; (ii) transactions are recorded as necessary to
          permit   preparation  of  financial   statements  in  conformity  with
          generally   accepted    accounting    principles   and   to   maintain
          accountability for assets; (iii) access to assets is permitted only in
          accordance with management's  general or specific  authorization;  and
          (iv) the recorded  accountability for assets is compared with existing
          assets at reasonable  intervals and  appropriate  action is taken with
          respect to any differences.

               (w) The Company, immediately before and after the consummation of
          the  Offering  and the other  transactions  contemplated  in the Final
          Offering  Memorandum,  will be  Solvent.  As  used  herein,  the  term
          "Solvent" means,  with respect to any such entity on a particular date
          (i) the fair market value of the assets of such entity is greater than
          the total amount of liabilities (including contingent  liabilities) of
          such  entity,  (ii) the present fair  saleable  value of the assets of
          such  entity is greater  than the amount  that will be required to pay
          the  probable  liabilities  of such entity on its debts as they become
          absolute  and  matured,  (iii) such entity is able to realize upon its
          assets and pay its debts and other liabilities,  including  contingent
          obligations,  as they  mature  and (iv) such  entity  does not have an
          unreasonably small capital.
<PAGE>

               (x) Neither the Company nor any of its  affiliates (as defined in
          Rule 501(b) of Regulation D under the Securities  Act, an "Affiliate")
          has  directly,  or through  any  agent,  (i) sold,  offered  for sale,
          solicited  offers to buy or  otherwise  negotiated  in respect of, any
          security  (as  defined  in the  Securities  Act)  which  is or will be
          integrated  with the sale of the Notes in a manner that would  require
          the registration under the Securities Act of the Notes or (ii) engaged
          in  any  form  of  general  solicitation  or  general  advertising  in
          connection  with the offering of the Notes (as those terms are used in
          Regulation D under the  Securities  Act) or in any manner  involving a
          public  offering  within the meaning of Section 4(2) of the Securities
          Act.

               (y) Neither the Company nor any of the  Subsidiaries  is, or will
          be after  giving  effect to the Offering  and the  application  of the
          proceeds  therefrom  and the other  transactions  contemplated  by the
          Offering Documents,  an "investment company" or an entity "controlled"
          by  an  "investment  company,"  as  such  terms  are  defined  in  the
          Investment  Company Act of 1940, as amended (the  "Investment  Company
          Act").

               (z) Assuming the  representations  and  warranties of the Initial
          Purchaser are true and correct, it is not necessary in connection with
          the offer,  sale and delivery of the Notes to the Initial Purchaser in
          the manner  contemplated by this Agreement to register the Notes under
          the  Securities  Act or to  qualify  the  Indenture  under  the  Trust
          Indenture Act of 1939, as amended.

               (aa) The Company and the  Subsidiaries (i) are in compliance with
          all applicable foreign,  federal, state and local laws and regulations
          relating to the protection of human health and safety, the environment
          or hazardous or toxic substances or wastes, pollutants or contaminants
          ("Environmental  Laws"),  (ii) have received all permits,  licenses or
          other approvals  required of them under applicable  Environmental Laws
          to conduct  their  respective  businesses  and (iii) are in compliance
          with all terms and conditions of any such permit, license or approval,
          except where such noncompliance  with  Environmental  Laws, failure to
          receive  required  permits,  licenses or other approvals or failure to
          comply  with the terms and  conditions  of such  permits,  licenses or
          approvals  would  not  individually  or in the  aggregate  result in a
          Material Adverse Effect.
<PAGE>

               (bb) When the Notes are issued  and  delivered  pursuant  to this
          Agreement, the Notes will not be of the same class (within the meaning
          of Rule 144A under the  Securities  Act) as  securities of the Company
          which are listed on a national  securities  exchange  registered under
          Section 6 of the Securities Exchange Act of 1934, as amended,  and the
          rules  and  regulations  of  the  Commission   promulgated  thereunder
          (collectively,  the  "Exchange  Act"),  or quoted in a U.S.  automated
          interdealer quotation system.

               (cc) The Company and each of the Subsidiaries maintains insurance
          covering their properties,  operations, personnel and businesses. Such
          insurance  insures  against  such losses and risks as are  adequate in
          accordance with customary industry practice to protect the Company and
          the  Subsidiaries  and  their   businesses.   All  such  insurance  is
          outstanding  and in force on the date  hereof and will be  outstanding
          and in force on the Delivery Date.

          2. On the basis of the  representations  and  warranties  contained in
this Agreement,  and subject to the terms and conditions  herein set forth,  the
Company  agrees  to issue and sell to the  Initial  Purchaser,  and the  Initial
Purchaser agrees to purchase from the Company,  $275,000,000 aggregate principal
amount of the Notes at a purchase price of 97% of the principal amount thereof.

          3.  Certificates  in definitive  form for the Notes to be purchased by
you hereunder  shall be delivered by or on behalf of the Company to you for your
account  against  payment by you of the purchase price therefor by wire transfer
of immediately available funds to an account specified by the Company by written
notice to the Initial  Purchaser  (given at least two business days prior to the
Delivery Date), for the purchase price of the Notes being sold by the Company in
New York,  New York, at 9:30 A.M., New York City time, on August 14, 1997, or at
such  other  time,  date and  place as you and the  Company  may  agree  upon in
writing, such time and date being herein called the "Delivery Date."

          Certificates for the Notes so to be delivered will be in good delivery
form, and in such  denominations and registered in such names as you may request
not less than 48 hours prior to the Delivery  Date.  Such  certificates  will be
made  available  for checking and  packaging in New York,  New York, at least 24
hours prior to the Delivery Date.

          4. The Initial  Purchaser  proposes to offer the Notes for resale only
to certain investors (as further described in subparagraph (a) of this Paragraph
4) upon the  terms and  conditions  set  forth in this  Agreement  and the Final
Offering Memorandum  initially at the purchase price set forth on the cover page
of the Final Offering  Memorandum.  The Initial  Purchaser hereby represents and
warrants to, and agrees with, the Company that:
<PAGE>

               (a) It is an institutional  "accredited  investor" (as defined in
          501(a)(1), (2), (3) or (7) under the Securities Act) and will offer or
          sell the Notes only (i) inside the United  States,  to persons  who it
          reasonably  believes are "qualified  institutional  buyers" within the
          meaning of Rule 144A in transactions  meeting the requirements of Rule
          144A and (ii)  pursuant  to offers and sales that  occur  outside  the
          United States within the meaning of Regulation S under the  Securities
          Act; and

               (b) It has not and will not  offer or sell the  Notes by any form
          of general  solicitation  or general  advertising,  including  but not
          limited to, the methods  described in Rule 502(c) under the Securities
          Act.

          5.  In  consideration  of  the  agreements  of the  Initial  Purchaser
contained in this Agreement, the Company covenants and agrees as follows:

               (a) The Company  will  furnish to you,  without  charge,  as many
          copies  of the  Final  Offering  Memorandum  and any  supplements  and
          amendments thereto as you may reasonably request.

               (b)  Before   amending  or   supplementing   the  Final  Offering
          Memorandum subsequent to the execution of this Agreement,  the Company
          will  furnish  to  you a copy  of  each  such  proposed  amendment  or
          supplement and will not use any such proposed  amendment or supplement
          to which you reasonably object.

               (c) If, at any time prior to the  completion of the  distribution
          of the Notes to persons that are not your affiliates (as determined by
          you),  any  event  occurs  as a result  of which  the  Final  Offering
          Memorandum  as then amended or  supplemented  would include any untrue
          statement  of a  material  fact,  or omit to  state  a  material  fact
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances  under which they were made, not  misleading,  or if for
          any other reason it is  necessary  at any time to amend or  supplement
          the Final  Offering  Memorandum  to comply with  applicable  law,  the
          Company  will notify you thereof and will  prepare,  at the expense of
          the  Company,  an  amendment  or  supplement  to  the  Final  Offering
          Memorandum  that corrects  such  statement or omission or effects such
          compliance.
<PAGE>

               (d) The Company will  endeavor to qualify the Notes for offer and
          sale under the  securities or Blue Sky laws of such  jurisdictions  in
          the United States as you shall reasonably request; provided,  however,
          that the Company shall not be obligated to file any general consent to
          service of process  or to  qualify  as a foreign  corporation  or as a
          dealer  in  securities  in  any  jurisdiction  in  which  it is not so
          qualified  or to  subject  itself  to  taxation  in  respect  of doing
          business in any  jurisdiction in which it is not otherwise so subject.
          The Company will file such  statements  and reports as may be required
          by the  laws of  each  jurisdiction  in  which  the  Notes  have  been
          qualified  as above  provided.  The Company  will also supply you with
          such information as is necessary for the determination of the legality
          of the Notes in such jurisdictions as you may request.

               (e)  The  Company  will  not,  and  will  not  permit  any of its
          Affiliates  to,  sell,  offer  for sale or  solicit  offers  to buy or
          otherwise  negotiate  in respect of any  security  (as  defined in the
          Securities  Act) which could be integrated  with the sale of the Notes
          in a manner which would require the registration  under the Securities
          Act of the Notes.

               (f) Except  following  the  effectiveness  of the Exchange  Offer
          Registration Statement,  the Company will not solicit any offer to buy
          or  offer  to  sell  the  Notes  by  means  of  any  form  of  general
          solicitation  or  general  advertising  (as  those  terms  are used in
          Regulation D under the  Securities  Act) or in any manner  involving a
          public  offering  within the meaning of Section 4(2) of the Securities
          Act.

               (g) While any of the Notes remain outstanding and are "restricted
          securities"  within the meaning of Rule 144(a)(3) under the Securities
          Act, the Company will make available,  upon request,  to any holder or
          beneficial  owner of outstanding  Notes the  information  specified in
          Rule  144A(d)(4)  under the Securities Act, unless the Company is then
          subject to Section 13 or 15(d) of the Exchange Act.

               (h) The Company  will use its best efforts to permit the Notes to
          be  designated  PORTAL  securities  in  accordance  with the rules and
          regulations adopted by the National Association of Securities Dealers,
          Inc.  relating to trading in the PORTAL Market and to permit the Notes
          to be eligible for clearance  and  settlement  through the  Depository
          Trust Company.
<PAGE>

               (i) For a period of five years  following the Delivery  Date, the
          Company  will  furnish to the Initial  Purchaser  copies of any annual
          reports,   quarterly  reports  and  current  reports  filed  with  the
          Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as
          may be designated by the Commission, and such other documents, reports
          and information as shall be furnished by the Company to the Trustee or
          to the holders of the Notes pursuant to the Indenture.

               (j)  The  Company  will  not,  and  will  not  permit  any of its
          Affiliates  to,  resell  any Notes that have been  acquired  by any of
          them.

               (k) The Company will use the proceeds  from the sale of the Notes
          in the  manner  set forth in the Final  Offering  Memorandum  and in a
          manner  that will not result in the  Company  becoming  an  investment
          company  within the meaning of the  Investment  Company  Act,  and the
          rules and regulations of the Commission thereunder.

               (l) The Company will not, and will cause each of the Subsidiaries
          incorporated  in or  principally  conducting  its business  within the
          United  States of America  not to,  offer,  sell,  contract to sell or
          grant any option to purchase or  otherwise  transfer or dispose of any
          debt security,  or any security  convertible  into or in exchange for,
          any such debt  security of the Company or any such  Subsidiary  (other
          than (x) any private loan,  credit or financing  agreement with a bank
          or similar  institution and (y) the Notes,  the Exchange Notes and the
          Private  Exchange  Notes),  for a period of 180 days after the date of
          this Agreement, without your prior written consent.

          6. The Company covenants and agrees that the Company will pay or cause
to be paid: (i) the fees,  disbursements and expenses of counsel and accountants
for the  Company and the Trustee and its  counsel,  and all other  expenses,  in
connection  with the  preparation and printing of each Memorandum and amendments
and supplements thereto and the furnishing of copies thereof,  including charges
for mailing,  air freight and delivery and counting and packaging thereof to the
Initial  Purchaser  and  dealers;  (ii)  all  expenses  in  connection  with the
qualification  of the Notes for offering and sale under state securities laws as
provided in Section  5(d)  hereof,  including  disbursements  and  expenses  for
counsel for the Initial  Purchaser in connection with such  qualification and in
connection with Blue Sky surveys;  (iii) any fees charged by rating agencies for
the rating of the Notes;  (iv) the costs and  expenses  in  connection  with the
preparation  and  delivery of the Notes;  and (v) all other  costs and  expenses
incident to the performance of its obligations hereunder which are not otherwise
specifically  provided  for in this  Section  6,  including  the  fees,  if any,
incurred  in  connection  with the  admission  of the Notes for  trading  in any
appropriate  market  systems,  the cost of the  Company's  personnel  and  other
internal costs, the cost of printing and engraving the certificates representing
the Notes and all expenses and property,  excise and similar  taxes  incident to
the sale and  delivery  of the Notes to be sold by the  Company  to the  Initial
Purchaser hereunder.
<PAGE>

          7. Your obligations hereunder shall be subject, in your discretion, to
the following additional conditions:

               (a) The  representations  and warranties of the Company contained
          in this Agreement  shall be true and correct as of the date hereof and
          as of the  Delivery  Date.  The Company  shall have  performed  in all
          material  respects all covenants and  agreements  and satisfied in all
          material  respects  all  conditions  on its  part to be  performed  or
          satisfied hereunder at or prior to the Delivery Date.

               (b) The sale of the Notes by the Company  hereunder  shall not be
          enjoined (temporarily or permanently) on the Delivery Date.

               (c)  Subsequent to the date as of which  information  is given in
          the Final Offering Memorandum,  except in each case as described in or
          as contemplated by the Final Offering Memorandum,  the Company and the
          Subsidiaries  shall not have incurred any  liabilities or obligations,
          direct  or  contingent  that  are  material  to the  Company  and  the
          Subsidiaries  taken as a whole or entered into any  transactions  that
          are material to the business,  condition (financial or other), results
          of operations or prospects of the Company and the  Subsidiaries  taken
          as a whole.

               (d)  Subsequent  to the date of this  Agreement  and prior to the
          Delivery  Date,  there shall not have  occurred any  downgrading,  nor
          shall  any  notice  have  been  given  of any  intended  or  potential
          downgrading  or of any  review  for a  possible  change  that does not
          indicate the direction of the possible change,  in the rating accorded
          any  of  the  Company's  securities,   including  the  Notes,  by  any
          "nationally  recognized  statistical rating organization" as such term
          is defined for purposes of Rule 436(g)(2) under the Securities Act.

               (e) You shall have received on the Delivery Date a certificate of
          the Company dated the Delivery Date and signed by its Chief  Executive
          Officer,  President or any Vice  President and by the Chief  Financial
          Officer,  to the  effect set forth in clauses  (a),  (b),  (c) and (d)
          above.

               (f) (i) Proskauer Rose LLP, special counsel to the Company, shall
          have furnished to you their written opinion,  dated the Delivery Date,
          in substantially the form attached hereto as Exhibit B, and (ii) David
          C. Watt, Esq., General Counsel of the Company, shall have furnished to
          you his written opinion, dated the Delivery Date, in substantially the
          form attached hereto as Exhibit C.

               (g) Cahill  Gordon & Reindel,  counsel to the Initial  Purchaser,
          shall have furnished to the Initial Purchaser a written opinion, dated
          the Delivery Date, in form and substance satisfactory to you, and such
          counsel shall have received  such papers and  information  as they may
          reasonably  request to enable them to pass upon the matters covered by
          such opinion.
<PAGE>

               (h) You shall have  received  on each of the date  hereof and the
          Delivery Date a letter, dated the date hereof or the Delivery Date, as
          the case may be, in form and substance reasonably satisfactory to you,
          from  Coopers &  Lybrand  L.L.P.,  the  Company's  independent  public
          accountants.

               (i) (i) Since the date of this Agreement, neither the Company nor
          any of the Subsidiaries  shall have sustained any loss or interference
          with its  business  from  fire,  explosion,  flood or other  calamity,
          whether or not  covered  by  insurance,  or from any labor  dispute or
          court or governmental  action,  order or decree which could reasonably
          be  expected  to have a Material  Adverse  Effect;  and (ii) since the
          respective  dates  as of  which  information  is  given  in the  Final
          Offering  Memorandum,  there  shall  not have  been any  change in the
          capital stock or short-term debt (other than in the ordinary course of
          business) or long-term debt of the Company or any of the  Subsidiaries
          nor any change which could  reasonably  be expected to have a Material
          Adverse  Effect  otherwise  than as set forth or  contemplated  in the
          Final  Offering  Memorandum,  the  effect of  which,  in any such case
          described in clause (i) or (ii),  is in your  judgment so material and
          adverse as to make it impracticable or inadvisable to proceed with the
          Offering  or the  delivery of the Notes on the terms and in the manner
          contemplated in the Final Offering Memorandum.

               (j)  Subsequent to the execution and delivery of this  Agreement,
          (i) there shall have been no  declaration  of war by the Government of
          the United  States,  (ii) there shall not have  occurred  any material
          adverse  change in the financial or  securities  markets in the United
          States or in political, financial or economic conditions in the United
          States or any outbreak or material  escalation of hostilities or other
          calamity or crisis,  the effect of which is such as to make it, in the
          judgment of the Initial  Purchaser,  impracticable to market the Notes
          or to  enforce  contracts  for the  resale of Notes and (iii) no event
          shall have occurred  resulting in (A) trading in securities  generally
          on the New York Stock  Exchange,  the American  Stock  Exchange or the
          Nasdaq  National  Market  being  suspended  or  limited  or minimum or
          maximum prices being generally established on such exchange or market,
          or (B) additional material governmental restrictions,  not in force on
          the date of this  Agreement,  being imposed upon trading in securities
          generally by such exchange or by order of the  Commission or any court
          or other  governmental  authority or (C) a general banking  moratorium
          being declared by either Federal or New York authorities.

               (k) The Company shall have furnished or caused to be furnished to
          you at  the  Delivery  Date  any  additional  certificates  signed  by
          officers of the Company, satisfactory to you as to such matters as you
          may reasonably request.
<PAGE>

               (l) The Company and the Initial Purchaser shall have entered into
          the Registration Rights Agreement.

          8. (a) The Company  agrees to indemnify  and hold harmless the Initial
Purchaser  against any losses,  claims,  damages or liabilities  ("Losses"),  to
which the Initial  Purchaser may become  subject,  under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation,  at common
law or otherwise,  insofar as such Losses (or actions in respect  thereof) arise
out of or are based upon any untrue  statement or alleged untrue  statement of a
material  fact  contained in any  Memorandum,  or any  amendment  or  supplement
thereto,  or the omission or alleged  omission to state  therein a material fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under  which they were made,  not  misleading,  and will  reimburse  the Initial
Purchaser  for any legal or other  expenses  reasonably  incurred by the Initial
Purchaser in connection with  investigating,  preparing to defend,  defending or
appearing as a third-party  witness in connection with any such action or claim;
provided, however, that the Company shall not be liable to the Initial Purchaser
in any such case to the extent that any such Loss arises out of or is based upon
an untrue  statement or alleged untrue statement or omission or alleged omission
relating to the Initial  Purchaser made in any Memorandum,  or such amendment or
supplement in reliance upon and in conformity with written information furnished
to the  Company  by or on  behalf of the  Initial  Purchaser  expressly  for use
therein;  provided,  however,  that the foregoing  indemnity with respect to the
Preliminary  Offering  Memorandum  shall not inure to the benefit of the Initial
Purchaser if the person  asserting such losses,  claims,  damages or liabilities
purchased  Notes if (x) it is  established in the related  proceeding  that such
Initial Purchaser failed to send or give a copy of the Final Offering Memorandum
to such person with or prior to the written  confirmation of such sale (provided
that the Company has complied with its obligations uner Section 5(a) hereof) and
(y) the untrue statement or omission or alleged untrue statement or omission was
completely  corrected in the Final  Offering  Memorandum  and the Final Offering
Memorandum  does not contain any other  untrue  statement or omission or alleged
untrue  statement  or  omission  that  was the  subject  matter  of the  related
proceeding.

          (b) In addition to any  obligations of the Company under Section 8(a),
the Company agrees that it shall perform its  indemnification  obligations under
Section 8(a) (as modified by the last  paragraph  of this  Section  8(b)),  with
respect to counsel fees and expenses and other expenses  reasonably  incurred by
making  payments  within 60 days to the Initial  Purchaser  in the amount of the
statements of the Initial Purchaser's counsel or other statements which shall be
forwarded  by the  Initial  Purchaser,  and that it  shall  make  such  payments
notwithstanding the absence of a judicial  determination as to the propriety and
enforceability  of the  obligation to reimburse  the Initial  Purchaser for such
expenses and the possibility that such payments might later be held to have been
improper by a court and a court orders return of such payments.
<PAGE>
          The  indemnity  agreement  in Section 8(a) shall be in addition to any
liability  which the Company may  otherwise  have and shall extend upon the same
terms and conditions to each person,  if any, who controls the Initial Purchaser
within  the  meaning  of the  Securities  Act or the  Exchange  Act,  and to the
officers,  directors,  partners,  employees,  representatives  and agents of the
Initial Purchaser or any such control person.

          (c) The Initial Purchaser will indemnify and hold harmless the Company
against any Losses to which the Company may become subject, under the Securities
Act, the Exchange  Act, any federal or state  statutory  law or  regulation,  at
common law or otherwise,  insofar as such Losses (or actions in respect thereof)
arise out of or are based upon an untrue  statement or alleged untrue  statement
of a material fact contained in any  Memorandum,  or any amendment or supplement
thereto,  or the omission or alleged  omission to state  therein a material fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading, in each case to the extent, but only
to the  extent,  that such  untrue  statement  or alleged  untrue  statement  or
omission or alleged  omission was made in any  Memorandum  or such  amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of the Initial Purchaser  relating to the Initial
Purchaser  expressly  for use therein,  and will  reimburse  the Company for any
legal or other expenses  reasonably  incurred by the Company in connection  with
investigating,  preparing to defend,  defending  or  appearing as a  third-party
witness in connection with any such action or claim.

          The  indemnity  agreement in this Section 8(c) shall be in addition to
any liability  which the Initial  Purchaser may otherwise have and shall extend,
upon the same terms and  conditions,  to each  person,  if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, and to the
officers,  directors,  partners,  employees,  representatives  and agents of the
Company or any such control person.

          (d) Promptly after receipt by an indemnified  party under Section 8(a)
or 8(c) of notice of the commencement of any action  (including any governmental
investigation),  such indemnified  party shall, if a claim in respect thereof is
to be made  against the  indemnifying  party under such  subsection,  notify the
indemnifying party in writing of the commencement  thereof;  but the omission so
to notify the  indemnifying  party shall not relieve it from any liability which
it may have to any  indemnified  party under  Section 8(a) or 8(c) except to the
extent it was unaware of such  action and has been  prejudiced  in any  material
respect  by  such  failure  or  from  any  liability  which  it may  have to any
indemnified  party  otherwise  than under such Section 8(a) or 8(c). In case any

<PAGE>

such action shall be brought against any  indemnified  party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be  entitled  to  participate  therein  and,  to the extent  that it shall wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party under such  subsection for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.  If, however,  (i)
the  indemnifying  party has not  authorized  the  employment of counsel for the
indemnified  party  at  the  expense  of  the  indemnifying  party  or  (ii)  an
indemnified  party shall have reasonably  concluded that  representation of such
indemnified  party  and the  indemnifying  party  by the same  counsel  would be
inappropriate under applicable  standards of professional  conduct due to actual
or  potential  differing  interests  between them and the  indemnified  party so
notifies the indemnifying party, then the indemnified party shall be entitled to
employ counsel different from counsel for the indemnifying  party at the expense
of the indemnifying party and the indemnifying party shall not have the right to
assume the defense of such indemnified party. In no event shall the indemnifying
parties be liable for fees and expenses or more than one counsel (in addition to
local counsel) for all indemnified  parties in connection with any one action or
separate but similar or related actions in the same jurisdiction  arising out of
the same set of allegations or circumstances.  The counsel with respect to which
fees and expenses  shall be so reimbursed  shall be designated in writing by the
Initial  Purchaser in the case of parties  indemnified  pursuant to Section 8(a)
and by the Company in the case of parties indemnified pursuant to Section 8(c).

          The Company shall not be liable for any  settlement of any such action
or proceeding effected without its prior written consent (not to be unreasonably
withheld)  and if  settled  with  its  written  consent  or if  there is a final
judgment for the  plaintiff,  the Company  agrees to indemnify and hold harmless
the Initial  Purchaser and each other person  referred to in Section 8(b) to the
extent provided  herein.  Without  limiting the generality of the foregoing,  no
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which any such indemnified party is or has been threatened to be made a party
and to which the indemnity  herein is  applicable;  provided,  however,  that an
indemnifying  party may effect  such a  settlement  without  the  consent of the
indemnified party if such settlement  includes an unconditional  release of such
indemnified  party from all liability for claims that are the subject  matter of
such proceeding or the indemnifying  party  indemnifies the indemnified party in
writing and posts a bond for an amount  equal to the maximum  liability  for all
such claims as contemplated above.

          (e) In the event that the  indemnity  provided by Section 8(a) or 8(c)
is unavailable  or  insufficient  to hold harmless an indemnified  party for any
reason,  the Company and the Initial Purchaser shall contribute to the aggregate
Losses to which they may be subject as an indemnifying  party  hereunder  (after
contribution  from others) in such  proportion so that the Initial  Purchaser is
responsible  for the  portion  represented  by the  percentage  that  the  total
discounts and commissions paid to the Initial  Purchaser  appearing on the cover
page of the Final Offering Memorandum bears to the total proceeds to the Company
(net of discounts and commissions of the Initial  Purchaser)  appearing  thereon
and the Company is responsible  for the remaining  portion;  provided,  however,
that,  in any such case,  (x) the  Initial  Purchaser  shall not be  required to
contribute  any  amount  in  excess  of the  Initial  Purchaser's  discount  and
commission  applicable  to the Notes and (y) no  person  guilty of a  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to a  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  The  amount  paid  or  payable  by  the  Initial
Purchaser as result of this Section 8(e) shall be deemed to include any legal or
other expenses  reasonably  incurred by the Initial Purchaser in connection with
investigating, preparing to defend or defending any such claim.
<PAGE>

          9. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the Initial  Purchaser,  as set forth in
this Agreement or made by or on behalf of them,  respectively,  pursuant to this
Agreement,   shall  remain  in  full  force  and  effect,   regardless   of  any
investigation  (or any statement as to the results thereof) made by or on behalf
of the Initial Purchaser or any controlling person of the Initial Purchaser, the
Company or an officer or director or controlling person of the Company and shall
survive delivery of and payment for the Notes.

          10.  The  obligations  of  the  Initial  Purchaser  hereunder  may  be
terminated  by the  Initial  Purchaser  by notice  given to and  received by the
Company prior to delivery of and payment for the Notes,  if, prior to that time,
any of the events  described in Section 7(d),  7(i), or 7(j) shall have occurred
or if the Initial  Purchaser  shall  decline to purchase the Notes for any other
reason permitted under this Agreement.

          11. If (a) the Company  shall fail to tender the Notes for delivery to
the  Initial  Purchaser  (other  than by  reason  of a  default  by the  Initial
Purchaser) or (b) the Initial  Purchaser shall decline to purchase the Notes for
any reason  permitted  under this  Agreement  (except  the  termination  of this
Agreement  pursuant  to  Section  10 due  solely to the  occurrence  of an event
enumerated in Section 7(j)),  the Company shall reimburse the Initial  Purchaser
for the  reasonable  fees and  expenses  of  their  counsel  and for such  other
reasonable  out-of-pocket  expenses  as  shall  have  been  incurred  by  it  in
connection with this Agreement and the proposed  purchase of the Notes, and upon
demand the Company shall pay the full amount thereof to the Initial Purchaser.

          12. All statements,  requests,  notices and agreements hereunder shall
be in writing or by written  telecommunication,  and shall be  sufficient in all
respects if delivered or sent by registered  mail, if to the Initial  Purchaser,
to  Schroder  & Co.  Inc.  at 787  Seventh  Avenue,  New York,  New York  10019,
Attention:  High Yield Department;  and if to the Company to 3300 Hyland Avenue,
Costa Mesa, California 92626, Attention: Chief Executive Officer.

          13. This  Agreement  shall be binding  upon,  and inure  solely to the
benefit of, you,  the Company  and, to the extent  provided in Section 8 hereof,
controlling persons, officers, directors,  partners, employees,  representatives
and agents  referred  to in Section 8, and their  respective  heirs,  executors,
administrators,  successors  and assigns,  and no other person shall  acquire or
have any right under or by virtue of this Agreement.  No purchaser of any of the
Notes from the Initial Purchaser shall be deemed a successor or assign by reason
merely of such purchase.

          14. Time shall be of the essence of this Agreement.

          15. This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York  (without  giving effect to principles of
conflicts of law).

          16. This  Agreement  may be executed by any one or more of the parties
hereto in any  number of  counterparts,  each of which  shall be deemed to be an
original,  but all such counterparts shall together  constitute one and the same
instrument.



<PAGE>







                  If the  foregoing is in  accordance  with your  understanding,
please  sign and  return to us a  counterpart  hereof,  and upon the  acceptance
hereof by you, this letter and such acceptance hereof shall constitute a binding
agreement between you and the Company.

                               Very truly yours,

                               ICN PHARMACEUTICALS, INC.


                               By:   /s/ David C. Watt
                               ------------------------------
                               Name:  David C. Watt
                               Title: Executive Vice President, General Counsel
                                          and Corporate Secretary


Accepted as of the date hereof:

SCHRODER & CO. INC.


By:  /s/ R. Douglas Carleton
    ----------------------------------
    Name:  R. Douglas Carleton
    Title: Managing Director


<PAGE>







                                   SCHEDULE I


                                  SUBSIDIARIES


                                               Jurisdiction                    Percentage
Name                                           of Incorporation                 Ownership
----                                           ----------------                 ---------
                                                                              
ICN Canada, Limited                                 Canada                          100%
Alpha Pharmaceutical, Inc.                          Panama                          100%
ICN Farmaceutica, S.A.                              Mexico                          100%
Laboratorios Grossman, S.A.                         Mexico                          100%
ICN Pharmaceuticals, Holland, B.V.                  Netherlands                     100%
ICN Biomedicals, Inc.                               Delaware                        100%
ICN Yugoslavia                                      Yugoslavia                       75%
ICN Biomedicals GmbH-Eschwege                       Germany                         100%
ICN Pharmaceuticals Australasia Pty Ltd.            Australia                       100%
ICN Pharmaceuticals Japan K.K.                      Japan                           100%
ICN Biomedicals B.V.                                Netherlands                     100%
ICN Biomedicals California, Inc.                    California, U.S.A.              100%
ICN Iberica                                         Spain                           100%
Labsystems Benelux B.V.                             Netherlands                     100%
Labsystems Benelux N.V.                             Belgium                         100%
ICN Biomedicals, Ltd.                               Scotland                        100%
ICN Biomedicals, GmbH                               Germany                         100%
ICN France SARL                                     France                          100%
ICN Biomedicals S.R.L.                              Italy                            95%
ICN Biomedicals N.V./S.A.                           Belgium                         100%
ICN Oktyabr                                         Russia                           90%
ICN Polypharm                                       Russia                           89%
ICN Leksredstva                                     Russia                           95%
ICN Alkaloida                                       Hungary                          60%
Wuxi ICN Pharmaceuticals                            China                            75%
 




<PAGE>






                                   SCHEDULE II


ICN Pharmaceuticals, Inc.
       Delaware (jurisdiction of incorporation)
       California
       Indiana
       Iowa
       Massachusetts
       Minnesota
       Missouri
       Nevada
       New York
       North Carolina
       Ohio
       Oregon
       Pennsylvania
       West Virginia
ICN Biomedicals, Inc.
       Delaware (jurisdiction of incorporation)
       Alabama


<PAGE>




                                  Exhibit B to
                               Purchase Agreement


          Opinion of Proskauer Rose LLP1


          1. Assuming  that the Indenture has been duly and validly  authorized,
executed and delivered by each of the Company and the Trustee,  the Indenture is
a legally valid and binding  agreement of the Company,  enforceable  against the
Company in accordance with its terms, except that (i) the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or  other  similar  laws  affecting  creditors'  rights  generally  and (ii) the
availability  of equitable  remedies may be limited by equitable  principles  of
general  applicability  (regardless  of whether in a proceeding  in equity or at
law).

          2. Assuming that the Notes have been duly and validly  authorized  and
executed by the  Company and  assuming  due  authentication  of the Notes by the
Trustee,  when the Notes are delivered to and paid for by the Initial  Purchaser
in  accordance  with the terms of the  Purchase  Agreement,  the  Notes  will be
legally valid and binding  obligations of the Company,  entitled to the benefits
of the Indenture and  enforceable  against the Company in accordance  with their
terms,  except that (i) the enforceability  thereof may be limited by applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors'  rights  generally and (ii) the  availability of equitable
remedies  may be  limited  by  equitable  principles  of  general  applicability
(regardless of whether considered in a proceeding in equity or at law).

          3. Assuming  that the Exchange  Notes and the Private  Exchange  Notes
have been duly and validly  authorized by the Company,  when the Exchange  Notes
and the Private Exchange Notes, if applicable,  are executed,  authenticated and
delivered in accordance  with the terms of the  Indenture  and the  Registration
Rights  Agreement,  the  Exchange  Notes  and the  Private  Exchange  Notes,  if
applicable,  will be  legally  valid and  binding  obligations  of the  Company,
entitled to the benefits of the Indenture and enforceable against the Company in
accordance with their terms,  except that (i) the enforceability  thereof may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar  laws  affecting   creditors'   rights  generally  and  (ii)  the
availability  of equitable  remedies may be limited by equitable  principles  of
general  applicability  (regardless  of whether  considered  in a proceeding  in
equity or at law).
<PAGE>

          4. Assuming that the  Registration  Rights Agreement has been duly and
validly  authorized,   executed  and  delivered  by  the  parties  thereto,  the
Registration  Rights  Agreement is a legally valid and binding  agreement of the
Company,  enforceable  against it in accordance with its terms,  except that (i)
the enforceability thereof may be limited by applicable bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally,  (ii) the  availability  of  equitable  remedies  may be  limited  by
equitable principles of general applicability  (regardless of whether considered
in a  proceeding  in  equity or at law) and (iii)  rights  to  indemnity  may be
limited  by  state  or  federal  laws  relating  to  securities  or by  policies
underlying such laws.

          5. The Notes and the  Registration  Rights  Agreement  conform  in all
material respects to the descriptions  thereof in the Final Offering  Memorandum
under  the  captions  "Description  of the  Notes"  and  "Registration  Rights,"
respectively.

          6.  No  consent,  approval,  authorization,   order,  registration  or
qualification  of or with any  Federal  or New York court or Federal or New York
governmental  agency or body is  required  for the issue and sale of the  Notes,
except such consents, approvals, authorizations, registrations or qualifications
as may be  required  under  New  York  state  securities  or  Blue  Sky  laws in
connection with the offer and sale of the Notes.

          7.  Assuming  that the  proceeds  of the  Offering  will be applied as
described in the Final Offering  Memorandum under the caption "Use of Proceeds,"
consummation  of the Offering  will not violate  Regulation  G, T, U or X of the
Board of Governors of the Federal Reserve System.

          8.  Neither  the Company  nor any of the  Subsidiaries  is, or will be
after the Offering,  an  "investment  company" or an entity  "controlled"  by an
"investment company," as such terms are defined in the Investment Company Act of
1940, as amended.

          9.  Assuming  the   representations  and  warranties  of  the  Initial
Purchaser  and the Company  contained  in the  Purchase  Agreement  are true and
correct,  and assuming  compliance by the Initial Purchaser and the Company with
their  covenants  contained in the Purchase  Agreement,  it is not  necessary in
connection  with  the  offer,  sale and  delivery  of the  Notes to the  Initial
Purchaser in the manner  contemplated by the Purchase  Agreement to register the
Notes  under the  Securities  Act or to qualify  the  Indenture  under the Trust
Indenture  Act of 1939,  as  amended,  it being  understood  that no  opinion is
expressed as to any subsequent resale of any Notes.
<PAGE>

          Such counsel  shall also state that such counsel has  participated  in
conferences   with   officers   and  other   representatives   of  the  Company,
representatives of the Initial Purchaser and  representatives of the independent
public  accountants  of the Company at which the contents of the  Memorandum and
related  matters were discussed.  Such counsel may further state that,  although
such counsel made certain  inquiries and  investigations  in connection with the
preparation  of the  Memorandum  such counsel did not  independently  verify the
accuracy or  completeness of the statements made in the Memorandum and, as such,
cannot  and  does  not  assume  responsibility  for or pass on the  accuracy  or
completeness of such  statements.  Subject to the foregoing,  such counsel shall
state that such counsel's  work in connection  with the Memorandum and the offer
and sale of Notes  pursuant  to the  Purchase  Agreement  did not  disclose  any
information  that would cause such  counsel to believe  that the Final  Offering
Memorandum,  as of its date or as of the Delivery Date, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under  which they were  made,  not  misleading  (it being  understood  that such
counsel need not make any comment with respect to the financial  statements  and
the notes thereto and the other  financial and  statistical  information or data
included in the Final Offering Memorandum).


<PAGE>



                                  Exhibit C to

                               Purchase Agreement


          Opinion of David C. Watt, Esq.1


          1. The Company is validly  existing as a corporation  in good standing
under the laws of the State of Delaware,  with all necessary corporate power and
authority to own its  properties and to conduct its business as described in the
Memorandum.  Based solely upon the  certificates of public officials the Company
has been duly qualified as a foreign corporation for the transaction of business
and is in good standing under the laws of each  jurisdiction  listed in Schedule
II to the Purchase Agreement.

          2. All of the issued and  outstanding  shares of capital stock of each
Subsidiary have been duly and validly  authorized and issued, are fully paid and
nonassessable and to such counsel's  knowledge are owned by the Company free and
clear of all Liens.

          3. The Company has the  corporate  power and  authority to enter into,
and perform its obligations under, the Offering Documents.

          4. The  Purchase  Agreement  has been  duly  and  validly  authorized,
executed and delivered by the Company.

          5. The  Indenture has been duly and validly  authorized,  executed and
delivered by the Company.

          6. The Notes have been duly and validly authorized and executed by the
Company.

          7. The Exchange  Notes and the Private  Exchange  Notes have been duly
and validly authorized by the Company.

          8.  The  Registration  Rights  Agreement  has been  duly  and  validly
authorized, executed and delivered by the Company.
<PAGE>

          9. The  execution,  delivery  and  performance  by the  Company of the
Offering Documents and the consummation of the transactions contemplated thereby
will not (i) violate any provision of the  certificate of  incorporation  or the
by-laws of the Company or any of the Subsidiaries, (ii) conflict with, or result
in a breach or violation of, any of the terms or provisions  of, or constitute a
default under, any indenture,  mortgage,  deed of trust,  license,  permit, loan
agreement, lease or other agreement or instrument known to such counsel to which
the Company or any of the Subsidiaries is a party or by which any of them or any
of their respective  properties or assets is bound or is subject,  except to the
extent  any such  conflict,  breach,  violation  or  default,  singly  or in the
aggregate  with all other such  conflicts,  breaches,  violations  and defaults,
would not have a Material Adverse Effect,  (iii) violate any order known to such
counsel or any statute,  rule or regulation of any court or governmental  agency
or body having  jurisdiction  over the Company or any of the Subsidiaries or any
of their  properties  or assets or (iv)  result in or require  the  creation  or
imposition of any Lien,  pursuant to any  agreement or instrument  known to such
counsel or pursuant to any statute, rule or regulation,  upon or with respect to
any of the properties of the Company or any of the Subsidiaries, except pursuant
to the terms of the Indenture.

          10.  Other  than as set forth in the  Memorandum  there are no pending
legal or governmental  proceedings known to such counsel to which the Company or
any  of the  Subsidiaries  is a  party  or of  which  any  of  their  respective
properties or assets is the subject which, if determined adversely, would singly
or in the aggregate have a Material Adverse Effect. To such counsel's knowledge,
other than as set forth in the Memorandum no such  proceedings are threatened or
contemplated by any governmental agency or body or any other person.

          11. To such  counsel's  knowledge,  neither the Company nor any of the
Subsidiaries  has  received  any  notice of  infringement  of or  conflict  with
asserted  rights of others with respect to any material  patent,  patent rights,
inventions, trademarks, service marks, trade names or copyrights.

          Such counsel  shall also state that such counsel has  participated  in
conferences   with   officers   and  other   representatives   of  the  Company,
representatives of the Initial Purchaser and  representatives of the independent
public  accountants  of the Company at which the contents of the  Memorandum and
related  matters were discussed.  Such counsel may further state that,  although
such counsel made certain  inquiries and  investigations  in connection with the
preparation of the  Memorandum,  such counsel did not  independently  verify the
accuracy or  completeness of the statements made in the Memorandum and, as such,
cannot  and  does  not  assume  responsibility  for or pass on the  accuracy  or
completeness of such  statements.  Subject to the foregoing,  such counsel shall
state that such counsel's  work in connection  with the Memorandum and the offer
and sale of Notes  pursuant  to the  Purchase  Agreement  did not  disclose  any
information  that would cause such  counsel to believe  that the Final  Offering
Memorandum,  as of its date or as of the Delivery Date, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary  to make the  statements  therein,  in the light of the  circumstances
under  which they were  made,  not  misleading  (it being  understood  that such
counsel need not make any comment with respect to the financial  statements  and
the notes thereto and the other  financial and  statistical  information or data
included in the Final Offering Memorandum).


         1/ Capitalized terms not defined herein have the meanings given to them
in the Purchase Agreement.