THIS AGREEMENT entered into as of December 3, 2001, by and between ICN Pharmaceuticals, Inc. (the
"Company"), a Delaware corporation, and Alan Charles (the "Executive"), and individual resident of Los Angeles
County, California (hereinafter the Company and the Executive collectively referred to as "the parties").
WHEREAS, the Executive is being employed by the Company as its Executive Vice President for Corporate
Relations and is experienced in all phases of the business of the Company, and the Company desires to retain the
services of the Executive on the terms set forth herein;
WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the threat of an unsolicited
takeover of the Company may occur which can result in significant distractions of its management personnel
because of the uncertainties inherent in such a situation;
WHEREAS, the Board of the Company has determined that it is essential and in the best interests of the
Company and its stockholders to retain the services of its key management personnel in the event of a threat of a
change in control of the Company and to ensure their continued dedication and efforts in such event without
undue concern for their personal financial and employment security; and
WHEREAS, in order to induce the Executive to remain in the employ of the Company, particularly in the event of
a threat of a change in control of the Company, the Company desires by this writing to set forth the continued
employment relationship of the Executive with the Company.
NOW, THEREFORE, for consideration, the value, sufficiency, and receipt of which is hereby acknowledged,
the parties agree as follows.
1. Term. The initial term of employment under this Agreement will be for the period commencing on the date
hereof, and ending December 1, 2004 ("Initial Term"); provided, however, that the term of this Agreement will be
automatically extended for one (1) year on December 1, 2004, and on e