ICN PHARMACEUTICALS, INC.
$275,000,000 Aggregate Principal Amount of 9 1/4% Senior Notes due 2005
New York, New York
August 7, 1997
SCHRODER & CO. INC.
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
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