Exhibit 10.78
FIRST AMENDMENT
TO
ACKNOWLEDGMENT OF CONTROL OF PLEDGED SECURITIES ACCOUNT
THIS FIRST AMENDMENT TO ACKNOWLEDGMENT OF CONTROL OF PLEDGED SECURITIES
ACCOUNT (the "Amendment") is made as of the 22nd day of November, 1998 by and among MEDICIS
PHARMACEUTICAL CORPORATION, a Delaware corporation ("Borrower"), and NORWEST BANK
ARIZONA, NATIONAL ASSOCIATION, a national banking association (Lender"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association ("Account Holder").
W I T N E S S E T H:
WHEREAS, Borrower, Lender and Account Holder are parties to that certain Acknowledgment of Control of
Securities Account Pledge and Security Agreement dated as of November 22, 1996 (as amended hereby and as
hereafter amended, modified, supplemented, restated, extended or replaced from time to time, the "Agreement"),
which governs the relationship among Borrower, Lender and Account Holder with respect to the Securities
Account;
WHEREAS, Borrower and Lender intend to increase the Acquisitions Credit Facility to $25,000,000 and
extend the term of the Credit and Security Agreement dated as of August 3, 1995, as amended (the "Credit
Agreement") and the Acquisitions Credit Facility for an additional two (2) years and make certain modifications
and amendments to the terms of the Credit Agreement and other Loan Documents; and
WHEREAS, Borrower and Lender intend to make certain modifications to the Securities Account Pledge and
Security Agreement dated November 22, 1996, as amended (the "Pledge Agreement"), and such amendments
must be reflected in the terms, provisions and conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, the covenants and agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower, Lender and Account Holder hereby agree as follows:
1. Definitions. Except as otherwise defined herein, all capitalized terms used herein shall have