ICN PHARMACEUTICALS, INC.
1994 STOCK OPTION PLAN
The purpose of the Plan is to grant to certain key employees, officers, directors, scientific advisors and
consultants of ICN Pharmaceuticals, Inc., a Delaware corporation (hereinafter called the "Company"), or any
Parent or Subsidiary of the Company, an opportunity to acquire the Shares in order to increase their proprietary
interest in the Company and as an added incentive to remain in and advance in its employment. It is also the
purpose of the Plan to advance the interests of the Company and its stockholders by strengthening the
Company's ability to attract and retain those persons with training, experience and ability by encouraging such
persons to become owners of its stock.
For purposes of the Plan, unless otherwise specified, capitalized terms shall have the following meanings:
2.1 "Adjusted Fair Market Value" means, in the event of a Change in Control, the greater of (i) the highest price
per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a
Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day period ending on
the date of a Change in Control.
2.2 "Agreement" means the written agreement between the Company and an Optionee evidencing the grant of an
Option and setting forth the terms and conditions thereof.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Cause" means the commission of an act of fraud or intentional misrepresentation or an act of embezzlement,
misappropriation or conversion of assets of the Company, Parent or any Subsidiary.
2.5 "Change in Capitalization" means any increase or reduction in the number of Shares, or any change (including,
but not limited to, a change in value) in the Shares, or exchange of Shares for a different number or kind of shares
or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation,