AMENDED AND RESTATED
THIS AGREEMENT was originally entered into as of November 4, 2002 (the "Start Date"), and is amended
and restated as of October 2, 2003 (the "Restatement Date") by and between ICN Pharmaceuticals, Inc. (the
"Company"), a Delaware corporation, and Robert O'Leary (the "Executive"), an individual resident of San Diego
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 Chairman of the Board and Chief Executive
Officer and is experienced in management in the health care industry and the Company desires to retain the
services of the Executive on the terms set forth herein; and
WHEREAS, the Compensation Committee of the Board has determined that certain revisions to this Agreement
should be made effective as of the Restatement Date.
NOW, THEREFORE, for consideration, the value, sufficiency, and receipt of which is hereby acknowledged,
the parties agree as follows.
1. TERM. The preliminary term of employment under this Agreement was for the period commencing on the date
hereof, and ended November 3, 2002 ("Preliminary Term"); the initial term began on November 4, 2002 and
ends November 3, 2004 (the "Initial Term"); provided, however, that upon written mutual agreement of the
parties 60 days prior to the expiration of the Initial Term or the subsequent one (1) year term, as applicable, this
Agreement may be extended for one (1) year terms.
(a) POSITIONS AND DUTIES. (1) The Executive shall be employed as the Chairman of the Board and Chief
Executive Officer of the Company or such other senior executive capacity as may be mutually agreed to in writing
by the parties. As Chief Executive Officer of the Company, the Executive shall have active and general
supervision and management over the business and affairs of the Company and shall have full power and authority
to act for all purpos