0000950153-05-002089 Sample Contracts

AMENDED AND RESTATED RIGHTS AGREEMENT by and between MEDICIS PHARMACEUTICAL CORPORATION and WELLS FARGO BANK, N.A., as Rights Agent Dated as of August 17, 2005
Rights Agreement • August 18th, 2005 • Medicis Pharmaceutical Corp • Pharmaceutical preparations • Delaware

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of August 17, 2005 (this “Agreement”) between Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association, as successor-in-interest to American Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

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Medicis Letterhead] August 17, 2005
Rights Agreement • August 18th, 2005 • Medicis Pharmaceutical Corp • Pharmaceutical preparations

On August 17, 2005, the Board of Directors (the “Board”) of Medicis Pharmaceutical Corporation (the “Company”) renewed its existing stockholder rights agreement by entering into an Amended and Restated Rights Agreement, dated as of August 17, 2005 (the “Rights Agreement”), with Wells Fargo Bank, N.A., as rights agent. The Rights Agreement amended and restated the Company’s existing rights agreement which was scheduled to expire on August 17, 2005. A summary of the Rights Agreement is enclosed.

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